1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RURAL/METRO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4119 AND 7389 86-0746929
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
------------------------
8401 EAST INDIAN SCHOOL ROAD
SCOTTSDALE, ARIZONA 85251
(602) 994-3886
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SEE "TABLE OF ADDITIONAL REGISTRANTS" ON THE FOLLOWING PAGE FOR INFORMATION
RELATING TO THE GUARANTORS OF SECURITIES REGISTERED HEREBY.
------------------------
WARREN S. RUSTAND
RURAL/METRO CORPORATION
8401 EAST INDIAN SCHOOL ROAD
SCOTTSDALE, ARIZONA 85251
(602) 994-3886
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
JEAN E. HARRIS, ESQ.
MICHAEL L. KAPLAN, ESQ.
O'CONNOR, CAVANAGH, ANDERSON
KILLINGSWORTH & BESHEARS, P.A.
ONE EAST CAMELBACK, SUITE 1100
PHOENIX, ARIZONA 85012
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practical after the Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED PRICE PER UNIT(1) PER SHARE(1) REGISTRATION FEE(2)
- -----------------------------------------------------------------------------------------------------------------------
7 7/8% Senior Notes Due 2008....... $150,000,000 100% $150,000,000 $44,250
=======================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of registration
fee pursuant to Rule 457 (f)(2), based on the stated principal amount of
each Outstanding Note (as defined) which may be received by the Registrant
in the exchange transaction in which the Exchange Notes (as defined) will be
offered.
(2) Registered herewith are Guarantees of Subsidiaries of Rural/Metro
Corporation of the 7 7/8% Senior Notes due 2008 for which no additional
consideration will be received. Accordingly, pursuant to Rule 457(o), under
the Securities Act, which permits the registration fee to be calculated on
the basis of the maximum offering price of all securities registered, no
additional fee is included for the registration of such Guarantees.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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TABLE OF ADDITIONAL REGISTRANTS
TO FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TAX
STATE OF IDENTIFICATION
NAME OF ENTITY ORGANIZATION NUMBER
-------------- -------------- --------------
Aid Ambulance at Vigo County, Inc. ......................... Indiana 35-1431604
Ambulance Transport Systems, Inc. .......................... New Jersey 11-3224874
American Limousine Service, Inc. ........................... Ohio 31-1208564
Arrow Ambulance, Inc. ...................................... Idaho 82-0413539
Beacon Transportation, Inc. ................................ New York 16-1024028
City Wide Ambulance Service, Inc. .......................... Ohio 31-0999303
Corning Ambulance Service Inc. ............................. New York 16-1025659
Donlock, Ltd. .............................................. Pennsylvania 23-2440659
E.M.S. Ventures, Inc. ...................................... Georgia 58-1923254
EMS Ventures of South Carolina, Inc. ....................... South Carolina 58-1971727
Eastern Ambulance Service, Inc. ............................ Nebraska 47-0497359
Eastern Paramedics, Inc. ................................... Delaware 16-1451102
Gold Cross Ambulance Services, Inc. ........................ Delaware 34-1014792
Gold Cross Ambulance Service of Pa., Inc. .................. Ohio 52-1139869
Keefe & Keefe, Inc. ........................................ New York 13-0412920
Keefe & Keefe Ambulette, Ltd. .............................. New York 11-2820129
LaSalle Ambulance Inc. ..................................... New York 16-0954422
Medi-Cab of Georgia, Inc. .................................. Delaware 86-0822551
Medical Emergency Devices and Services, Inc. ............... Arizona 86-0712218
Medical Transportation Services, Inc. ...................... South Dakota 46-0372542
Medstar Emergency Medical Services, Inc. ................... Delaware 86-0834429
Mercury Ambulance Service, Inc. ............................ Kentucky 61-1028659
Metro Care Corp. ........................................... Ohio 34-1643994
MO-RO-KO, Inc. ............................................. Arizona 86-0608231
Multi Cab Inc. ............................................. New Jersey 22-3121021
Multi-Care International, Inc. ............................. New Jersey 22-3132434
Multi-Care Medical Car Service, Inc. ....................... New Jersey 22-3319494
Multi-Health Corp. ......................................... Florida 59-2814574
Myers Ambulance Service, Inc. .............................. Indiana 35-1181236
National Ambulance & Oxygen Service, Inc. .................. New York 16-0769150
North Miss. Ambulance Service, Inc. ........................ Mississippi 64-0634696
Physicians Ambulance Service, Inc. ......................... Delaware 34-1778398
Professional Medical Services, Inc. ........................ Arkansas 71-0658629
RISC America Alabama Fire Safety Services, Inc.............. Delaware 63-1159506
R/M Management Co., Inc. ................................... Arizona 86-0273445
R/M of Mississippi, Inc. ................................... Delaware 62-1716931
R/M of Tennessee G.P., Inc. ................................ Delaware 86-0810819
R/M of Tennessee L.P., Inc. ................................ Delaware 86-0810821
R/M of Texas G.P., Inc. .................................... Delaware 86-0810815
R/M Partners, Inc. ......................................... Delaware Applied For
RMC Corporate Center, L.L.C. ............................... Arizona 86-0844546
Rural/Metro Argentina, L.L.C. .............................. Arizona Applied For
3
TAX
STATE OF IDENTIFICATION
NAME OF ENTITY ORGANIZATION NUMBER
-------------- -------------- --------------
Rural/Metro Brasil, L.L.C. ................................. Arizona Applied For
Rural/Metro Canadian Holdings, Inc.......................... Delaware 86-0842600
Rural/Metro Communications Services, Inc. .................. Delaware 23-2906712
Rural/Metro Corporation, an Arizona corporation............. Arizona 86-0084388
Rural/Metro Corporation of Florida.......................... Florida 59-0934668
Rural/Metro Corporation of Tennessee........................ Tennessee 62-0719245
Rural/Metro Fire Dept., Inc. ............................... Arizona 86-0273445
Rural/Metro International, Inc. ............................ Delaware 86-0842601
Rural/Metro Mid-Atlantic, Inc. ............................. Delaware Applied For
Rural/Metro of Alabama, Inc. ............................... Delaware 86-0834427
Rural/Metro of Argentina, Inc. ............................. Delaware Applied For
Rural/Metro of Arkansas, Inc. .............................. Delaware 86-0847331
Rural/Metro of Arlington, Inc. ............................. Delaware 75-2629709
Rural/Metro of Brasil, Inc. ................................ Delaware Applied For
Rural/Metro of California, Inc.............................. Delaware 73-1498164
Rural/Metro of Central Alabama, Inc. ....................... Delaware 59-3385348
Rural/Metro of Central Ohio, Inc. .......................... Delaware 31-1442407
Rural/Metro of Georgia, Inc. ............................... Delaware 86-0783075
Rural/Metro of Indiana, Inc. ............................... Delaware 86-0834431
Rural/Metro of Indiana, L.P. ............................... Delaware 35-1969954
Rural/Metro of Indiana II, L.P. ............................ Delaware 35-1972413
Rural/Metro of Kentucky, Inc. .............................. Delaware 86-0842598
Rural/Metro of Mississippi, Inc. ........................... Delaware 62-1716929
Rural/Metro of Nebraska, Inc. .............................. Delaware 47-0780161
Rural/Metro of New York, Inc. .............................. Delaware 86-0750083
Rural/Metro of North Florida, Inc. ......................... Florida 59-2798471
Rural/Metro of Ohio, Inc. .................................. Delaware 93-1150488
Rural/Metro of Oregon, Inc. ................................ Delaware 86-0803435
Rural/Metro of Rochester, Inc............................... New York 16-0980148
Rural/Metro of San Diego, Inc. ............................. California 33-0754132
Rural/Metro of South Carolina, Inc. ........................ Delaware 86-0785691
Rural/Metro of South Dakota, Inc. .......................... Delaware 86-0823323
Rural/Metro of Tennessee, L.P. ............................. Delaware 62-1623714
Rural/Metro of Texas, Inc. ................................. Delaware 75-2613511
Rural/Metro of Texas, L.P. ................................. Delaware 75-2625686
Rural/Metro Protection Services, Inc........................ Arizona 86-0273443
Rural/Metro Texas Holdings, Inc. ........................... Delaware 86-0834430
SW General, Inc. ........................................... Arizona 86-0434455
Sioux Falls Ambulance, Inc. ................................ South Dakota 46-0284797
South Georgia Emergency Medical Services, Inc. ............. Georgia 58-1927289
Southwest Ambulance of Casa Grande, Inc. ................... Arizona 86-0702807
Southwest Ambulance of Southeastern Arizona, Inc. .......... Arizona 86-0758145
Southwest Ambulance of Tucson, Inc. ........................ Arizona 86-0203618
Southwest General Services, Inc. ........................... Arizona 86-0767537
The Aid Ambulance Company, Inc. ............................ Delaware 86-0834432
The Aid Company, Inc. ...................................... Indiana 35-1508091
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TAX
STATE OF IDENTIFICATION
NAME OF ENTITY ORGANIZATION NUMBER
-------------- -------------- --------------
The Western New York Emergency Medical Services Training
Institute Inc. ........................................... New York 22-2718876
Towns Ambulance Service, Inc. .............................. New York 16-1088281
United Medical Services, Inc. .............................. Washington 91-1176902
Valley Fire Service, Inc. .................................. Delaware 93-1196188
W & W Leasing Company, Inc. ................................ Arizona 86-0201806
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 30, 1998
RURAL/METRO CORPORATION
OFFER TO EXCHANGE
7 7/8% SENIOR NOTES DUE 2008
[RURAL/METRO CORPORATION LOGO]
($150,000,000 PRINCIPAL AMOUNT OUTSTANDING)
FOR
7 7/8% SENIOR NOTES DUE 2008
($150,000,000 PRINCIPAL AMOUNT)
---------------------
The Exchange Offer will expire at 5:00 p.m., E.D.T., on May , 1998,
unless extended.
Rural/Metro Corporation, a Delaware corporation (the "Company"), hereby
offers (the "Exchange Offer"), upon the terms and subject to the conditions set
forth in this Prospectus and the accompanying Letter of Transmittal (the "Letter
of Transmittal"), to exchange up to an aggregate principal amount of
$150,000,000 of its outstanding 7 7/8% Senior Notes due 2008 (the "Outstanding
Notes") for an equal principal amount of its 7 7/8% Senior Notes due 2008 in
integral multiples of $1,000 (the "Exchange Notes" and, together with the
Outstanding Notes, the "Notes"). The Exchange Notes will be general unsecured
obligations of the Company and are substantially identical (including principal
amount, interest rate, maturity, and redemption rights) to the Outstanding Notes
for which they may be exchanged pursuant to this Exchange Offer, except that the
Exchange Notes will be registered under the Securities Act of 1933, as amended,
and therefore will not be subject to certain transfer restrictions and
registration rights relating to the Outstanding Notes. The Outstanding Notes
have been, and the Exchange Notes will be, issued under an Indenture dated as of
March 16, 1998 (the "Indenture"), among the Company, certain of its subsidiaries
(the "Guarantors"), and The First National Bank of Chicago, as trustee (the
"Trustee"). See "Description of the Exchange Notes." There will be no proceeds
to the Company from the Exchange Offer; however, pursuant to a Registration
Rights Agreement dated as of March 11, 1998 (the "Registration Rights
Agreement") among the Company, the Guarantors, and the Initial Purchasers (as
defined) of the Outstanding Notes, the Company will bear certain offering
expenses.
The Company will accept for exchange any and all Outstanding Notes validly
tendered on or prior to 5:00 p.m., E.D.T., on , 1998, unless extended
(the "Expiration Date"). Tenders of Outstanding Notes may be withdrawn at any
time prior to 5:00 p.m., E.D.T., on the Expiration Date; otherwise such tenders
are irrevocable. The First National Bank of Chicago is acting as Exchange Agent
(the "Exchange Agent") in connection with the Exchange Offer. The minimum period
of time that the Exchange Offer will remain open is 30 business days from the
date the Registration Statement is declared effective. The Exchange Offer is not
conditioned upon any minimum principal amount of Outstanding Notes being
tendered for exchange, but is otherwise subject to certain customary conditions.
(Cover text continued on next page)
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SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN RISKS
TO BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFER AND IN EVALUATING AN
INVESTMENT IN THE EXCHANGE NOTES.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is , 1998
6
(Continued from Cover Page)
Interest on the Exchange Notes will accrue at a rate equal to 7 7/8% per
annum and will be payable semiannually in arrears on March 15 and September 15
of each year commencing September 15, 1998. Interest on the Exchange Notes will
accrue from the most recent date to which interest has been paid on the
Outstanding Notes or, if no interest has been paid, from the date of original
issuance of the Outstanding Notes.
The Outstanding Notes in an aggregate principal amount of $150,000,000 were
sold by the Company as of March 16, 1998 (the "Initial Offering"), to Bear,
Stearns & Co. Inc., Salomon Smith Barney, SBC Warburg Dillon Read Inc., and
First Union Capital Markets (the "Initial Purchasers") pursuant to a Purchase
Agreement among the Company, the Guarantors, and the Initial Purchasers dated
March 11, 1998 (the "Purchase Agreement") in a transaction not registered under
the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon
the exemption provided in Section 4(2) of the Securities Act. The Initial
Purchasers subsequently placed the Outstanding Notes with qualified
institutional buyers in reliance upon Rule 144A under the Securities Act.
Accordingly, the Outstanding Notes may not be re-offered, resold, or otherwise
transferred in the United States unless so registered or unless an applicable
exemption from the registration requirements of the Securities Act is available.
The Exchange Notes are being offered hereunder in order to satisfy the
obligations of the Company under the Registration Rights Agreement. See "The
Exchange Offer."
Based on an interpretation by the staff of the Securities and Exchange
Commission (the "Commission") set forth in no-action letters issued to third
parties (including Exxon Capital Holdings Corporation (available April 13,
1989), Morgan Stanley & Co., Inc. (available June 5, 1991), Mary Kay Cosmetics,
Inc. (available June 5, 1991), and Sherman & Sterling (available July 2, 1993)),
the Company believes that Exchange Notes issued pursuant to this Exchange Offer
may be offered for resale, resold, and otherwise transferred by a holder who is
not an affiliate of the Company without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that the holder
is acquiring the Exchange Notes in its ordinary course of business and is not
participating in and has no arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes. Persons wishing to exchange Outstanding Notes in the
Exchange Offer must represent to the Company that such conditions have been met.
Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer (a "Participating Broker-Dealer") must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The Letter of Transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Outstanding Notes where such Outstanding Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date, it will make this Prospectus available to any Participating
Broker-Dealer for use in connection with any such resale. In addition, until 25
days after the Expiration Date, all dealers effecting transactions in the
Exchange Notes may be required to deliver a prospectus. See "Plan of
Distribution."
The Company does not intend to list the Exchange Notes on any national
securities exchange or to seek the admission thereof to trading on the Nasdaq
Stock Market, Inc. National Market. The Outstanding Notes are currently eligible
for trading in the Private Offering, Resales and Trading through Automated
Linkages ("PORTAL") Market of the Nasdaq Stock Market, Inc. Following
commencement of the Exchange Offer, the Outstanding Notes may continue to be
traded in the PORTAL Market. Following consummation of the Exchange Offer, the
Exchange Notes will not be eligible for trading in the PORTAL Market. The
Initial Purchasers are not obligated to make a market in the Exchange Notes and
any market-making may be discontinued at any time without notice. Accordingly,
no assurance can be given that an active public or other market will develop for
the Exchange Notes or as to the liquidity of or the trading market for the
Exchange Notes.
7
(Continued from Cover Page)
Any Outstanding Notes not tendered and accepted in the Exchange Offer will
remain outstanding. To the extent that any Outstanding Notes of other holders
are tendered and accepted in the Exchange Offer, a holder's ability to sell
untendered Outstanding Notes could be adversely affected. Following consummation
of the Exchange Offer, the holders of untendered Outstanding Notes will continue
to be subject to the existing restrictions upon transfer thereof.
The Company expects that the Exchange Notes issued pursuant to this
Exchange Offer initially will be issued in the form of a Global Exchange Note
(as defined herein), which will be deposited with, or on behalf of, The
Depository Trust Company (the "Depositary") and registered in the Depositary's
name or in the name of Cede & Co., its nominee, in each case for credit to an
account of a direct or indirect participant in the Depositary, including Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear System and Citibank, N.A., as depositary for Cedel, S.A. Beneficial
interests in the Global Exchange Note representing the Exchange Notes will be
shown on, and transfers thereof to qualified institutional buyers will be
effected through, records maintained by the Depositary and its participants.
After the initial issuance of the Global Exchange Note, Exchange Notes in
certificated form will be issued in exchange for the Global Exchange Note on the
terms set forth in the Indenture. See "Description of the Exchange
Notes -- Book-Entry, Delivery, and Form."
---------------------
No dealer, salesperson, or other person has been authorized to give
information or to make any representations not contained in this Prospectus,
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any security
other than the Exchange Notes offered hereby, nor does it constitute an offer to
sell or the solicitation of an offer to buy any of the Exchange Notes to any
person in any jurisdiction in which it is unlawful to make such an offer or
solicitation to such person. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create any implication that
the information contained herein is correct as of any date subsequent to the
date hereof.
8
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements, and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; the Chicago Regional Office, Suite 1400, 500 West Madison Street,
Citicorp Center, Chicago, Illinois 60661; and the New York Regional Office,
Suite 1300, 7 World Trade Center, New York, New York 10048. Copies of such
material also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of
the prescribed fees. The Commission maintains a Web site on the Internet that
contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the Commission. The address
of this site on the Internet is http://www.sec.gov. The Company's Common Stock
is quoted on the Nasdaq National Market.
------------------------
The Company will furnish periodic reports to the Trustee, which will make
them available upon request to the holders of the Notes.
To permit compliance with Rule 144A in connection with resales of the
Notes, the Company and the Guarantors will make available upon the request of
the holder of a Note and any prospective purchaser designated by such holder the
information required under Rule 144A(d)(4) under the Securities Act if at the
time of such request the Company or Guarantors are neither reporting companies
under Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant
to Rule 12g3-2(b) thereunder.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference except as superseded or modified herein: (1)
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997; (2) the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997; (3) the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997; (4) the Company's Current Report on Form 8-K dated
July 15, 1997 as amended by the Form 8-K/A dated August 12, 1997; (5) the
Company's Current Report on Form 8-K dated February 27, 1998; and (6) the
Company's Current Report on Form 8-K dated April 1, 1998. All documents filed by
the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the termination
of the Exchange Offer shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon a written request of such person, a copy of any or
all of the foregoing documents incorporated by reference into this Prospectus
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies should
be delivered to the Investor Relations Department, 8401 East Indian School Road,
Scottsdale, Arizona 85251.
1
9
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER THAN STATEMENTS
OF HISTORICAL FACTS INCLUDED IN THIS PROSPECTUS, INCLUDING WITHOUT LIMITATION,
CERTAIN STATEMENTS UNDER THE "PROSPECTUS SUMMARY," "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS,"
CONSTITUTE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE
EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN
GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO BE CORRECT. IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S
EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE DISCLOSED IN THIS PROSPECTUS,
INCLUDING WITHOUT LIMITATION IN CONJUNCTION WITH THE FORWARD-LOOKING STATEMENTS
INCLUDED IN THIS PROSPECTUS AND UNDER "RISK FACTORS." ALL SUBSEQUENT WRITTEN AND
ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON
ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY
STATEMENTS.
2
10
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and Consolidated Financial Statements of the Company, including the
notes thereto, which are contained elsewhere or incorporated by reference in
this Prospectus.
THE COMPANY
The Company is a leading provider of health and safety services, which
include "911" emergency ambulance and general transport services, fire
protection services, and other safety and health care related services, to
municipal, residential, commercial, and industrial customers. The Company
believes that it is the only multi-state provider of both ambulance and fire
protection services in the United States and that it ranks as one of the largest
private-sector providers of ambulance and fire protection services in the world.
The Company currently serves over 400 communities in 25 states, the District of
Columbia, Canada, and Latin America. Ambulance services and fire protection
services accounted for approximately 80% and 11%, respectively, of the Company's
revenue for the six months ended December 31, 1997.
Founded in 1948, the Company has been instrumental in the development of
protocols and policies applicable to the emergency services industry. The
Company has grown significantly since the late 1970s both through internal
growth and through acquisitions. To manage this growth, the Company invested in
the development of management and operational systems that have resulted in
productivity gains and increased profitability. The Company believes its key
business competencies in communications and logistics management position it to
continue its growth internally as well as through acquisitions, joint ventures,
and business alliances and enable it to operate profitably in both large and
small communities. The Company completed 11 acquisitions in the fiscal year
ended June 30, 1995, 18 acquisitions in the fiscal year ended June 30, 1996, 19
acquisitions in the fiscal year ended June 30, 1997, and nine acquisitions
during the six months ended December 31, 1997.
Based on generally available industry data, it is estimated that annual
expenditures for ambulance services in the United States are between $4 billion
and $7 billion. Various factors, including the growth and aging of the
population, and trends toward the use of outpatient services and specialized
treatment facilities in an effort to contain health care costs have increased
the demand for ambulance services. At the same time, industry factors have
increased the standards of pre-hospital emergency care and have required faster
ambulance response times, increasing the amount of capital and technological
resources necessary to provide higher levels of service. These factors, combined
with the historically fragmented nature of the ambulance service industry, are
contributing to consolidation within the industry.
Market-driven forces changing the health care industry are impacting the
ambulance industry as well. The Company believes the trend toward managed care
benefits larger ambulance services providers, which can service a larger portion
of a managed care provider's needs. This allows the managed care provider to
reduce its number of suppliers, cutting administrative costs and allowing it to
negotiate more favorable rates.
Volunteer fire departments, tax-supported fire districts, and municipal
fire departments constitute the primary providers of fire protection services in
the United States. Because emergency medical response represents a significant
portion of fire response activity within many fire departments, the Company
believes that its ambulance and fire protection services operations are
complementary. The Company believes that its integration of health and safety
services can provide operating economies, coordination of the delivery of
services, efficiencies in the use of personnel and equipment, and enhanced
levels of service, especially in lower-utilization communities. Additionally, a
variety of economic pressures on the public sector may increase opportunities
for privatization and public/private alliances in fire protection and other
safety-related services.
The Company's strategy is to leverage its experience and competencies in
communications and logistics management to enhance its position as a leading
provider of emergency response services in the United States and in other
countries through the acquisition of ambulance service providers and increased
marketing efforts to serve the health and safety needs of the public and private
sector. This strategy includes plans to (i) acquire additional ambulance service
providers operating in metropolitan areas and in communities surrounding the
3
11
metropolitan areas that the Company currently serves or plans to serve; (ii)
expand its emergency ambulance services through the pursuit of new contracts
with municipalities and fire districts and its general transport services and
other value-added services through increased marketing efforts to, and pursuit
of other alliances with, managed care providers and other health care providers;
(iii) expand its fire protection services into selected additional service areas
through the pursuit of opportunities to supplant or enhance services provided by
volunteer fire departments, expand its services to newly developed communities,
and develop public/private partnerships for fire and safety services with fire
districts and municipal fire departments; (iv) continue the integration of its
health and safety services to maximize operational efficiencies and synergies;
(v) improve its productivity through the more efficient utilization of equipment
and personnel; and (vi) expand its presence in the international health and
safety and other related services markets initially in Canada and Latin America.
See "Business -- Strategy."
The Company was incorporated in Arizona in 1948 and reincorporated in
Delaware in May 1993. Unless the context indicates otherwise and except as used
in "Description of the New Credit Facility" and "Description of the Exchange
Notes," all references to the "Company" refer to Rural/Metro Corporation and its
subsidiaries. The Company maintains its principal executive offices at 8401 East
Indian School Road, Scottsdale, Arizona 85251, and its telephone number is (602)
994-3886.
RECENT DEVELOPMENTS
In March 1998, the Company purchased all of the issued and outstanding
capital stock of four operating companies ("ECCO") of Emergencias Cardio
Coronarias in Argentina. ECCO has approximately 750,000 customers who pre-pay
monthly for urgent home medical attention and ambulance transport services under
a capitated service arrangement. Under the ECCO model, medical personnel conduct
telephone triage and prioritize the dispatch of services to subscribers. ECCO's
mobile services include the dispatch of physicians to the patient, covering a
wider scope of service than the traditional U.S. ambulance service model. The
purchase price was equal to $35.0 million, consisting of a combination of $25.0
million in cash and $10.0 million in shares of the Company's Common Stock. For
its most recent fiscal year ended September 30, 1997, ECCO recognized net
revenues and income before income tax of approximately $43.4 million and $5.9
million, respectively, prepared in accordance with generally accepted accounting
principles in force in Argentina ("Argentina GAAP"). Argentina GAAP and United
States generally accepted accounting principles ("U.S. GAAP") differ in certain
respects. ECCO's combined operating data for its fiscal year ended September 30,
1997 prepared in accordance with U.S. GAAP are not expected to differ materially
from its financial results determined in accordance with Argentina GAAP. See
"Risk Factors -- Risks Associated with Rapid Growth, Acquisitions, and
Integration" and "-- Risks Associated with International Operations and Foreign
Currency Fluctuations."
In February 1998, the Company acquired by merger United Medical Services
("United Medical"), one of the leading providers of ambulance transport services
in the Pacific Northwest, operating as Shannon Ambulance Company in Snohomish,
King, and Pierce counties in Washington, as well as in the greater Seattle and
Tacoma areas, and as Arrow Ambulance Company in parts of Northern Idaho. United
Medical, which transports more than 35,000 patients per year, has annualized
revenues of approximately $12.0 million. The purchase price was equal to $5.5
million paid in shares of the Company's Common Stock. See "Risk Factors -- Risks
Associated with Rapid Growth, Acquisitions, and Integration."
4
12
THE EXCHANGE OFFER
THE OUTSTANDING NOTES...... The Outstanding Notes were sold by the Company as
of March 16, 1998, in the Initial Offering, to the
Initial Purchasers pursuant to the Purchase
Agreement. The Initial Purchasers subsequently
resold the Outstanding Notes to "Qualified
Institutional Buyers" as such term is defined in
Rule 144A under the Securities Act ("QIBs").
REGISTRATION
REQUIREMENTS............... Pursuant to the Purchase Agreement, the Company,
the Guarantors, and the Initial Purchasers entered
into the Registration Rights Agreement, which
grants the holders of the Outstanding Notes certain
exchange and registration rights. The Exchange
Offer is intended to satisfy such exchange and
registration rights, which terminate upon the
consummation of the Exchange Offer. If applicable
law or applicable interpretations of the staff of
the Commission do not permit the Company to effect
the Exchange Offer, the Company and the Guarantors
agreed to file a shelf registration (the "Shelf
Registration Statement") covering resales of the
Outstanding Notes. See "The Exchange
Offer -- Resale of Exchange Notes" and "The
Exchange Offer -- Shelf Registration Statement."
THE EXCHANGE OFFER......... The Company is offering to exchange $1,000
principal amount of the Exchange Notes for each
$1,000 principal amount of Outstanding Notes. As of
the date hereof, $150.0 million aggregate principal
amount of Outstanding Notes are outstanding. The
Company will issue the Exchange Notes subsequent to
the Expiration Date and on or before May , 1998
(the "Exchange Date"), unless the Exchange Offer is
extended. See "Risk Factors -- Exchange Offer
Procedures; Consequences of Failure to Exchange."
Based on an interpretation of the staff of the
Commission set forth in no-action letters issued to
third parties, the Company believes that the
Exchange Notes issued pursuant to the Exchange
Offer in exchange for Outstanding Notes may be
offered for resale, resold, and otherwise
transferred by any holder thereof (other than any
such holder which is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and
prospectus delivery provisions of the Securities
Act, provided that such Exchange Notes are acquired
in the ordinary course of such holder's business
and that such holder does not intend to participate
and has no arrangement or understanding with any
person to participate in the distribution of such
Exchange Notes.
Any holder who tenders in the Exchange Offer with
the intention to participate, or for the purpose of
participating, in a distribution of the Exchange
Notes could not rely on the position of the staff
of the Commission enunciated in Exxon Capital
Holdings Corporation (available April 13, 1989) or
similar no-action letters and, in the absence of an
exemption therefrom, must comply with the
registration and prospectus delivery requirements
of the Securities Act in connection with the resale
transaction. Failure to comply with such
requirements in such instance may result in such
holder incurring liability under the Securities Act
for which the holder is not indemnified by the
Company.
Each Participating Broker-Dealer that receives
Exchange Notes for its own account in exchange for
Outstanding Notes, where such Outstanding Notes
were acquired by such broker-dealer as a result of
market-
5
13
making activities or other trading activities, must
acknowledge that it will deliver a prospectus in
connection with any resale of Exchange Notes. The
Letter of Transmittal for the Exchange Offer states
that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange
for Outstanding Notes where such Outstanding Notes
were acquired by such broker-dealer as a result of
market-making activities or other trading
activities. The Company has agreed to make this
Prospectus available to any Participating
Broker-Dealer for use in connection with any such
resale for a period of up to 180 days from the
consummation of the Exchange Offer. See "Plan of
Distribution."
EXPIRATION DATE............ 5:00 p.m., E.D.T., on , 1998, unless
extended.
INTEREST ON THE EXCHANGE
NOTES.................... Interest on the Exchange Notes will accrue at a
rate equal to 7 7/8% per annum and will be payable
semi-annually in arrears on March 15 and September
15 of each year, commencing September 15, 1998.
Interest on the Exchange Notes will accrue from the
most recent date to which interest has been paid on
the Outstanding Notes or, if no interest has been
paid, from the date of original issuance of the
Outstanding Notes.
PROCEDURES FOR TENDERING
OUTSTANDING NOTES........ Each holder of Outstanding Notes wishing to accept
the Exchange Offer must complete, sign, and date
the accompanying Letter of Transmittal, or a
facsimile thereof, in accordance with the
instructions contained herein and therein, and mail
or otherwise deliver such Letter of Transmittal, or
such facsimile, together with the Outstanding Notes
and any other required documentation to the
Exchange Agent at the address set forth herein. By
executing the Letter of Transmittal, each holder
will represent to the Company that, among other
things, the holder or person receiving such
Exchange Notes, whether or not such person is the
holder, is acquiring the Exchange Notes in the
ordinary course of business and that neither the
holder nor any such other person has any
arrangement or understanding with any person to
participate in the distribution of such Exchange
Notes. In lieu of physical delivery of the
certificates representing Outstanding Notes,
tendering holders may transfer Outstanding Notes
pursuant to the procedure for book-entry transfer
as set forth under "The Exchange
Offer -- Procedures for Tendering."
Each Participating Dealer that acquired Outstanding
Notes as a result of market-making or other trading
activities must acknowledge that it will deliver a
prospectus in connection with any resale of such
Exchange Notes. See "Plan of Distribution."
SPECIAL PROCEDURES FOR
BENEFICIAL OWNERS........ Any beneficial owner whose Outstanding Notes are
registered in the name of a broker-dealer,
commercial bank, trust company, or other nominee
and who wishes to tender should contact such
registered holder promptly and instruct such
registered holder to tender on such beneficial
owner's behalf.
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14
If such beneficial owner wishes to tender on such
owner's own behalf, such owner must prior to
completing and executing the Letter of Transmittal
and delivering its Outstanding Notes, either make
appropriate arrangements to register ownership of
the Outstanding Notes in such owner's name or
obtain a properly completed bond power from the
registered holder. The transfer of record ownership
may take considerable time.
GUARANTEED DELIVERY
PROCEDURES............... Holders of Outstanding Notes who wish to tender
their Outstanding Notes and whose Outstanding Notes
are not immediately available or who cannot deliver
their Outstanding Notes, the Letter of Transmittal,
or any other documents required by the Letter of
Transmittal to the Exchange Agent (or comply with
the procedures for book-entry transfer) prior to
the Expiration Date must tender their Outstanding
Notes according to the guaranteed delivery
procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures."
WITHDRAWAL RIGHTS.......... Tenders of Outstanding Notes may be withdrawn at
any time prior to 5:00 p.m., E.D.T., on the
Expiration Date pursuant to the procedures
described under "The Exchange Offer -- Withdrawal
of Tenders."
ACCEPTANCE OF OUTSTANDING
NOTES
AND DELIVERY OF EXCHANGE
NOTES.................... Subject to certain conditions, the Company will
accept for exchange any and all Outstanding Notes
that are properly tendered in the Exchange Offer
prior to 5:00 p.m., E.D.T., on the Expiration Date.
The Exchange Notes issued pursuant to the Exchange
Offer will be delivered on the Exchange Date. See
"The Exchange Offer -- Terms of the Exchange
Offer."
FEDERAL INCOME TAX
CONSEQUENCES............. The issuance of the Exchange Notes to holders of
the Outstanding Notes pursuant to the Exchange
Offer should not be a taxable event for United
States federal income tax purposes. See "Certain
Federal Income Tax Consequences."
EFFECT ON HOLDERS OF
OUTSTANDING NOTES........ As a result of the making of this Exchange Offer,
the Company will have fulfilled one of its
obligations under the Registration Rights
Agreement, and, with certain exceptions noted
below, holders of Outstanding Notes who do not
tender their Outstanding Notes will not have any
further registration rights under the Registration
Rights Agreement or otherwise. Such holders will
continue to hold the untendered Outstanding Notes
and will be entitled to all the rights and subject
to all the limitations applicable thereto under the
Indenture, except to the extent such rights or
limitations, by their terms, terminate or cease to
have further effectiveness as a result of the
Exchange Offer. All untendered Outstanding Notes
will continue to be subject to certain restrictions
on transfer. Accordingly, if any Outstanding Notes
are tendered and accepted in the Exchange Offer,
the trading market of the untendered Outstanding
Notes could be adversely affected. See "Risk
Factors -- Exchange Offer Procedures" and "Risk
Factors -- Lack of Public Market for the Exchange
Notes."
EXCHANGE AGENT............. The First National Bank of Chicago (the "Exchange
Agent").
7
15
SUMMARY OF TERMS OF THE EXCHANGE NOTES
ISSUER....................... Rural/Metro Corporation
SECURITIES OFFERED........... $150,000,000 in aggregate principal amount of
7 7/8% Senior Notes due 2008.
MATURITY..................... March 15, 2008
INTEREST..................... Interest on the Exchange Notes will accrue
interest at a rate equal to 7 7/8% per annum,
payable semi-annually in arrears on March 15 and
September 15 of each year, commencing September
15, 1998.
GUARANTEES................... The Exchange Notes will be fully and
unconditionally guaranteed on a senior,
unsecured, and joint and several basis by the
Guarantors. As of December 31, 1997, on a pro
forma basis after giving effect to the Initial
Offering and the application of the net proceeds
therefrom, the Guarantors would have had $14.2
million principal amount of secured or other
Indebtedness outstanding other than the
Guarantees. See "Description of the Exchange
Notes -- Guarantees."
RANKING...................... The Exchange Notes will rank senior in right of
payment to all existing and future Subordinated
Indebtedness and pari passu in right of payment
with all other Indebtedness and all other
liabilities (including trade payables) of the
Company. The Indenture pursuant to which the
Exchange Notes will be issued (the "Indenture")
permits the Company to incur additional
Indebtedness, including Senior Indebtedness and
secured Indebtedness, subject to certain
limitations. The Exchange Notes will be
effectively subordinated to all present or future
secured Indebtedness of the Company to the extent
of the value of the collateral securing such
Indebtedness. The Guarantees will rank senior in
right of payment to all existing and future
Subordinated Indebtedness of the Guarantors, will
be effectively subordinated to all secured
Indebtedness of the Guarantors to the extent of
the value of the assets securing such
Indebtedness, and will rank pari passu in right
of payment with all other Indebtedness and
liabilities (including trade payables) of the
Guarantors. As of December 31, 1997, after giving
effect to the Initial Offering and the
application of the net proceeds therefrom, the
Company would have had $12.9 million secured
Indebtedness and $46.1 million other Indebtedness
outstanding other than the Exchange Notes. In
addition, upon consummation of the Initial
Offering, the Company received $200.0 million of
total commitments under the New Credit Facility,
of which approximately $161.9 million would have
been available as of December 31, 1997, after
giving effect to the Initial Offering, the use of
the net proceeds therefrom, and the terms of the
New Credit Facility. See "Risk Factors -- Holding
Company Structure," "Capitalization,"
"Description of the New Credit Facility," and
"Description of the Exchange Notes."
OPTIONAL REDEMPTION.......... Except as set forth below, the Exchange Notes
will not be redeemable at the option of the
Company prior to March 15, 2003. Thereafter, the
Exchange Notes will be subject to redemption at
any time at the option of the Company, in whole
or in part, at the redemption prices set forth
herein, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the
redemption date. In addition, at any
8
16
time prior to March 15, 2001, the Company may
redeem up to an aggregate of $52.0 million in
principal amount of Notes at a redemption price
equal to 107.875% of the principal amount
thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the
redemption date with the net cash proceeds of one
or more Public Equity Offerings; provided that at
least $98.0 million in principal amount of Notes
remains outstanding immediately following each
such redemption.
CHANGE OF CONTROL............ In the event of a Change of Control, the Company
will be required to make an offer to each holder
of Exchange Notes to repurchase all or any part
of such holder's Exchange Notes at a repurchase
price equal to 101%, in the case of a Change of
Control which was approved by the Board of
Directors of the Company, or 105%, in the case of
a Change of Control which was not approved by the
Board of Directors of the Company, of the
principal amount thereof, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon
to the repurchase date. See "Risk
Factors -- Potential Failure to Make Payment Upon
Change of Control" and "Description of the
Exchange Notes."
CERTAIN COVENANTS............ The Indenture will contain certain covenants
that, among other things, limit the ability of
the Company to incur additional Indebtedness, pay
dividends, repurchase Equity Interests (as
defined) or make other Restricted Payments (as
defined), create Liens (as defined), enter into
transactions with Affiliates (as defined), sell
assets or enter into certain mergers and
consolidations. See "Description of the Exchange
Notes."
9
17
SUMMARY CONSOLIDATED FINANCIAL DATA
The following table sets forth (i) summary historical consolidated
financial data of the Company for each of the three years in the period ended
June 30, 1997 and for the six months ended December 31, 1996 and 1997, (ii)
summary pro forma consolidated financial data of the Company for the year ended
June 30, 1997 and the six months ended December 31, 1997, which give effect to
receipt and application of the net proceeds (after deducting expenses related to
the Initial Offering) from the Initial Offering and the fiscal 1997 and 1998
acquisitions (as defined) as if each had occurred on July 1, 1996, and (iii)
summary historical balance sheet data of the Company and as adjusted to give
effect to the receipt and application of the net proceeds (after deducting
expenses related to the Initial Offering) from the Initial Offering as if such
transaction had occurred on December 31, 1997. The summary historical
consolidated financial data for each of the three years in the period ended June
30, 1997 were derived from the audited consolidated financial statements of the
Company, which are included elsewhere in this Prospectus, together with the
report thereon of Arthur Andersen LLP, independent public accountants. The
summary historical consolidated financial data for the six months ended December
31, 1996 and 1997 were derived from unaudited consolidated financial statements
of the Company, which, in the opinion of management, contain all adjustments
(consisting of only normal recurring adjustments) necessary for the fair
presentation of the information set forth therein. The results of operations for
the six months ended December 31, 1997 are not necessarily indicative of the
results that may be expected for the full year. The pro forma financial data and
the as adjusted balance sheet data are provided for informational purposes only,
are unaudited, and are not necessarily indicative of future results or what the
operating results or financial condition of the Company would have been had the
transactions described below actually been consummated on the dates assumed. The
following table should be read in conjunction with "Capitalization," "Unaudited
Pro Forma Consolidated Financial Data," "Selected Consolidated Financial Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the Consolidated Financial Statements of the Company, including
the notes thereto, which are contained elsewhere or incorporated by reference in
this Prospectus.
SIX MONTHS
FISCAL YEAR ENDED JUNE 30, ENDED DECEMBER 31,
-------------------------------------------- ------------------------------
PRO PRO
FORMA FORMA
1995 1996 1997 1997(1) 1996 1997 1997(1)
-------- -------- -------- ----------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT STATISTICAL DATA)
STATEMENTS OF INCOME:
Revenue......................................... $171,583 $250,263 $319,805 $427,067 $151,524 $209,115 $223,958
Operating income................................ 15,940 24,664 27,804 38,944 14,066 22,545 23,902
Interest expense, net........................... 3,059 5,108 5,720 13,537 2,082 5,409 6,941
Net income(2)................................... 6,900 11,512 12,720 14,483 7,070 10,082 9,927
OTHER FINANCIAL DATA:
Adjusted EBITDA(3).............................. $ 24,668 $ 38,011 $ 50,626 $ 68,772 $ 21,917 $ 34,503 $ 36,941
Adjusted EBITDA margin(4)....................... 14.4% 15.2% 15.8% 16.1% 14.5% 16.5% 16.5%
Depreciation and amortization................... $ 8,728 $ 13,347 $ 16,796 $ 23,802 $ 7,851 $ 11,958 $ 13,039
Capital expenditures............................ 11,474 18,237 23,872 NA 7,725 14,909 NA
Ratio of adjusted EBITDA to interest expense.... 8.1x 7.4x 8.9x 5.1x 10.5x 6.4x 5.3x
Ratio of earnings to fixed charges(5)........... 3.8x 3.7x 3.5x 2.4x 4.2x 3.2x 2.7x
STATISTICAL DATA:
States of operation (at period end)............. 10 17 21 23 18 23 23
Ambulances (at period end)...................... 761 1,243 1,561 1,883 1,621 1,883 1,883
Fire apparatus (at period end).................. 119 128 135 145 130 145 145
Sources of revenue
Ambulance services............................ 74.3% 78.8% 80.5% 84.8% 80.2% 80.0% 81.1%
Fire protection services...................... 18.8 15.5 13.2 9.9 13.6 10.8 10.0
Other services................................ 6.9 5.7 6.3 5.3 6.2 9.2 8.9
-------- -------- -------- -------- -------- -------- --------
Total................................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
======== ======== ======== ======== ======== ======== ========
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DECEMBER 31, 1997
-------------------------
ACTUAL AS ADJUSTED(6)
-------- --------------
BALANCE SHEET DATA:
Working capital........................................... $116,918 $121,918
Total assets.............................................. 451,822 456,764
Current portion of long-term debt......................... 16,435 11,435
Long-term debt, net of current portion.................... 187,334 197,276
Stockholders' equity...................................... 172,967 172,967
- ---------------
(1) Reflects the pro forma effects of the results of operations and the receipt
and application of the net proceeds (after deducting expenses related to the
Initial Offering) from the Initial Offering and the fiscal 1997 and 1998
acquisitions as if each transaction had occurred as of the beginning of the
period.
(2) Net income for the year ended June 30, 1995 reflects the effect of an
extraordinary loss of $693,000.
(3) Adjusted EBITDA represents income before interest, extraordinary items,
depreciation and amortization expense, and federal and state income taxes
and excludes the $6,026,000 loss contract/restructuring charge incurred
during fiscal 1997. EBITDA is generally considered to provide information
regarding a company's ability to service and/or incur debt. EBITDA should
not be considered in isolation or as a substitute for net income, cash flows
from operations, or other consolidated income or cash flow data prepared in
accordance with generally accepted accounting principles as a measure of a
company's profitability or liquidity.
(4) Adjusted EBITDA margin as used herein consists of adjusted EBITDA divided by
revenue.
(5) For purposes of calculating the ratio of earnings to fixed charges, earnings
consist of income before provision for income taxes plus fixed charges.
Fixed charges consist of interest expense (including the amortization of
debt issuance costs) plus that portion of rental payments on operating
leases deemed representative of the interest factor. Pro forma amounts are
adjusted to give effect to the Initial Offering, the application of the net
proceeds therefrom, and reflects the results of operations of acquisitions
from the beginning of the period through the respective dates of
acquisition. See "Use of Proceeds" and "Capitalization." Pro forma ratio of
earnings to fixed charges adjusted to give effect to the Initial Offering
and the application of net proceeds therefrom, excluding the results of
operations of acquisitions from the beginning of the period through the
respective dates of acquisition, is 2.0x and 2.7x for the fiscal year ended
June 30, 1997 and the six months ended December 31, 1997, respectively.
(6) As adjusted to give effect to the receipt and application of the net
proceeds (after deducting expenses related to the Initial Offering) from the
Initial Offering as if such transaction had occurred on December 31, 1997.
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RISK FACTORS
Holders of the Outstanding Notes should carefully review the information
set forth below, in addition to the other information in this Prospectus, before
deciding to tender their Outstanding Notes in the Exchange Offer.
EXCHANGE OFFER PROCEDURES; CONSEQUENCES OF FAILURE TO EXCHANGE
Issuance of the Exchange Notes in exchange for Outstanding Notes pursuant
to the Exchange Offer will be made only after the timely receipt by the Company
of such Outstanding Notes, a properly completed and duly executed Letter of
Transmittal, and all other required documents. Therefore, holders of the
Outstanding Notes desiring to tender such Outstanding Notes in exchange for
Exchange Notes should allow sufficient time to ensure timely delivery. The
Company is under no duty to give notification of defects or irregularities with
respect to the tenders of Outstanding Notes for exchange. Outstanding Notes that
are not tendered or are tendered but not accepted will, following the
consummation of the Exchange Offer, continue to be subject to the existing
restrictions upon transfer thereof. Upon consummation of the Exchange Offer, the
registration rights under the Registration Rights Agreement will terminate. In
addition, any holder of Outstanding Notes who tenders in the Exchange Offer for
the purpose of participating in a distribution of the Exchange Notes may be
deemed to have received restricted securities and, if so, will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. Each broker-dealer
that receives Exchange Notes for its own account in exchange for the Outstanding
Notes, where such Outstanding Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Notes. See "Plan of Distribution." TO THE EXTENT THAT SOME OF THE OUTSTANDING
NOTES ARE TENDERED AND ACCEPTED IN THE EXCHANGE OFFER, THE TRADING MARKET FOR
UNTENDERED AND TENDERED BUT UNACCEPTED OUTSTANDING NOTES COULD BE ADVERSELY
AFFECTED.
SIGNIFICANT LEVERAGE
The Company has significant indebtedness and debt service obligations. At
December 31, 1997, after giving effect to the Initial Offering and the
application of the net proceeds therefrom, the Company would have had
approximately $208.7 million of consolidated indebtedness as compared to the
Company's stockholders' equity of $173.0 million. In addition, as of December
31, 1997, after giving effect to the Initial Offering and the application of the
net proceeds therefrom, the Company would have had a debt-to-equity ratio of
1.2-to-1. If the Company is unable to service the Notes and to meet its debt
service obligations and operating expenses, it will be required to examine
alternative means of repayment that could include restructuring or refinancing
some or all of its indebtedness or raising additional equity. There can be no
assurance that any of these strategies could be effected on satisfactory terms.
The Indenture permits the Company to incur additional indebtedness under certain
conditions, and the Company expects that it will incur additional indebtedness
during the term of the Exchange Notes pursuant to the New Credit Facility. The
Company's ability to make payments with respect to the Exchange Notes and to
satisfy its other debt obligations will depend on its future operating
performance, which will be affected by governmental regulations, prevailing
economic conditions, financial factors, and other factors, certain of which are
beyond the Company's control. There can be no assurance that the Company will
generate sufficient cash flow to meet its debt service obligations. The
Company's leverage and related financial covenants could have a material adverse
effect on its ability to withstand competitive pressures or adverse economic
conditions, make material acquisitions, obtain future financing, or take
advantage of business opportunities that may arise. See "Capitalization" and
"Description of the New Credit Facility."
The degree to which the Company is leveraged could have important
consequences to holders of the Exchange Notes, including: (i) the Company's
ability to obtain additional financing in the future for operating expenses,
acquisitions, or general corporate purposes may be impaired; (ii) a portion of
the Company's cash flows from operations may be dedicated to the payment of
principal and interest on its indebtedness, thereby reducing the funds available
for operations; (iii) certain of the Company's indebtedness, including the New
Credit Facility, contain financial covenants, including a total debt leverage
ratio, a total debt to total
12
20
capitalization ratio, and a fixed charge ratio, and other restrictive covenants,
including those restricting the incurrence of additional indebtedness, the
creation of liens, the payment of dividends and sales of assets; and (iv) the
Company's leverage may make the Company vulnerable to changes in the industry,
including, among other things, government regulations and changing economic
conditions.
RESTRICTIVE COVENANTS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS
The Indenture governing the terms of the Exchange Notes will contain
certain covenants limiting, subject to certain exceptions, the incurrence of
additional indebtedness, the payment of dividends, the redemption of capital
stock, the making of certain investments, the issuance of capital stock of
subsidiaries, the creation of liens, and other restrictions affecting the
Company's subsidiaries, the issuance of guarantees, transactions with
affiliates, asset sales, and certain mergers and consolidations. A breach of any
of these covenants could result in an event of default under the Indenture. In
addition, the New Credit Facility will contain other more restrictive covenants
and will require the Company to satisfy certain financial tests. The Company's
ability to satisfy those tests can be affected by events beyond its control, and
there can be no assurance that the Company will be able to meet those tests. A
breach of any of these covenants could result in a default under the New Credit
Facility and under the Indenture. Upon the occurrence of an event of default
under the New Credit Facility, depending on actions taken by the lenders under
the New Credit Facility, the Company could experience difficulties with
customers, personnel, or others. See "Description of the New Credit Facility"
and "Description of the Exchange Notes -- Certain Covenants."
HOLDING COMPANY STRUCTURE
The Company is a holding company and substantially all of its operations
are conducted through its subsidiaries. The Company's cash flow and,
consequently, its ability to service its indebtedness, including the Exchange
Notes, are dependent on its ability to gain access to the cash flow of its
subsidiaries (whether through loans, dividends, distributions, or otherwise) and
are subject to any legal, contractual, or other restrictions that could hinder
or prevent the Company from doing so. Each subsidiary is a separate and distinct
legal entity from the Company and, unless it is a Guarantor, has no obligation,
contingent or otherwise, to pay any amounts due in respect of the Exchange Notes
or to make any amounts available for the payment thereof. The holders of any
indebtedness of the Company's subsidiaries will be entitled to payment thereof
from the assets of such subsidiaries prior to the holders of any general,
unsecured obligations of the Company, including the Exchange Notes and the
Guarantees. As of December 31, 1997, after giving effect to the Initial Offering
and the application of the net proceeds therefrom, the Company's subsidiaries
would have had $14.2 million of secured or other Indebtedness. Accordingly,
there can be no assurance that the subsidiaries will be able to, or will be
permitted to, pay to the Company amounts necessary to service the Exchange
Notes. In the event such amounts are not paid to the Company, the Company may be
unable to make required principal and interest payments on the Exchange Notes.
DEPENDENCE ON CERTAIN BUSINESS RELATIONSHIPS
The Company depends to a great extent on certain contracts with
municipalities or fire districts to provide "911" emergency ambulance services
and fire protection services. The Company's five largest contracts accounted for
approximately 22% and 18% of total revenue for the fiscal years ended June 30,
1996 and 1997 respectively, with one contract accounting for approximately 7%
and 5% of total revenue for the same periods. The loss or cancellation of any
one or more of these contracts could have a material adverse effect on the
Company's business, financial condition, cash flows, and results of operations.
No assurance can be given that the Company will be successful in retaining its
existing contracts or in obtaining new contracts for emergency ambulance
services or for fire protection services. In addition, many of the Company's
contracts are for extended periods ranging from 2 years to 5 years. During such
periods, the Company may determine that a contract is no longer favorable and
may pursue options to modify or terminate the contract. Factors contributing to
such a determination could include weaker than expected transport volume,
geographical issues adversely affecting response times, and delays in
implementing technology upgrades. The Company faces certain risks in attempting
to terminate unfavorable contracts prior to their expiration due to the risk of
forfeiting performance bonds and the potential adverse political and public
relations consequences. The
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Company's inability to terminate or amend unfavorable contracts could have a
material adverse effect on the Company's business, financial condition, cash
flows, and results of operations. The Company also faces the risk that areas in
which it provides fire protection services through subscription arrangements
with residents and businesses will be converted to tax-supported fire districts
or annexed by municipalities. See "Business -- Marketing and Sales,"
"-- Contracts," and "-- Competition."
RISKS ASSOCIATED WITH RAPID GROWTH, ACQUISITIONS, AND INTEGRATION
The Company's strategy with respect to ambulance services depends in large
part on its continued ability to acquire and operate successfully additional
ambulance service providers. The Company actively seeks acquisition
opportunities in the regular course of its business and is engaged in ongoing
evaluations of and discussions regarding potential acquisitions. The Company
completed 11 acquisitions in fiscal 1995, 18 acquisitions in fiscal 1996, 19
acquisitions in fiscal 1997, and nine acquisitions during the six months ended
December 31, 1997. There can be no assurance that the Company will be able to
identify additional suitable acquisition candidates, that it will be able to
consummate any such acquisitions, or that it will be able to integrate any such
acquisitions successfully into its operations. See "-- Dependence on Management
and Other Key Personnel." Acquisitions involve numerous short-term and long-term
risks, including diversion of management's attention, failure to retain key
personnel of the acquired company, adverse consequences to cash flow until
accounts receivable of the acquired company are fully integrated, loss of net
revenues of the acquired company, and possible regulatory issues of the acquired
company. In addition, the Company may be required to comply with laws and
regulations of jurisdictions that differ from those in which the Company
currently operates and may face competitors with greater knowledge of such local
markets. The Company expects to use cash and securities, including its Common
Stock, as the principal consideration for future acquisitions. The Company's
acquisition program could be adversely affected if the Company does not generate
sufficient cash for future acquisitions from existing operations or through
additional debt or equity financings. There can be no assurance that the
Company's operations will generate sufficient cash for acquisitions or that any
additional financings for acquisitions will be available if and when needed or
on terms acceptable to the Company. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business -- Strategy."
The integration of the management, operations, facilities, and accounting
and information systems of businesses acquired by the Company requires continued
investment of time and resources and could involve unforeseen difficulties, all
of which could have a material adverse effect on the Company's business,
financial condition, cash flows, and results of operations. There can be no
assurance that unforeseen liabilities will not arise in connection with the
operation of businesses acquired by the Company or that any contractual purchase
price adjustments, rights of set-off, or other remedies available to the Company
will be sufficient to compensate the Company in the event unforeseen liabilities
arise.
DEPENDENCE ON REIMBURSEMENTS BY THIRD-PARTY PAYORS AND INDIVIDUALS
Payments received from third-party payors (including Medicare, Medicaid,
and private insurers) represent a substantial portion of the Company's ambulance
receipts. The Company derived approximately 79% and 74% of its net ambulance fee
collections from such third-party payors during 1996 and 1997, including 27% and
26% from Medicare, respectively. The reimbursement process is complex and can
involve lengthy delays. Third-party payors are continuing their efforts to
control expenditures for health care, including proposals to revise
reimbursement policies. The Company recognizes revenue when the services are
provided; however, there can be lengthy delays before reimbursement is received.
The Company has from time to time experienced delays in receiving reimbursements
from third-party payors. In addition, third-party payors may disallow, in whole
or in part, requests for reimbursement based on determinations that certain
amounts are not reimbursable or because additional supporting documentation is
necessary. Retroactive adjustments can change amounts realized from third-party
payors. Delays and uncertainties in the reimbursement process adversely affect
the Company's level of accounts receivable and may adversely affect the
Company's working capital and cause the Company to incur additional borrowing
costs. Under present coverage programs with third-party payors, the Company also
faces the continuing risk of nonreimbursement to the extent that uninsured
individuals require emergency ambulance service in service areas where an
adequate subsidy is not provided. Amounts not covered by third-party payors are
the obligations of individual
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patients. The Company's gross accounts receivable as of June 30, 1996, June 30,
1997, and December 31, 1997 were $95.2 million, $142.8 million, and $194.9
million, respectively. The Company's accounts receivable, net of the allowance
for doubtful account, were $68.6 million, $107.0 million, and $149.9 million as
of such dates, respectively. The Company believes that the increase in accounts
receivable is related significantly to acquisition activity and to recent
revenue growth. The Company also attributes the increase in accounts receivable
and the increased age of receivables to certain factors, including delays in
payments from certain third-party payors, particularly in certain of the
Company's regional billing areas, and a general industry trend towards a
lengthening payment cycle of accounts receivable due from third-party payors. In
addition, the Company believes certain transitional aspects of the integration
of acquired companies into the Company's centralized billing and collection
function has resulted in increases in the amount and age of accounts receivable
during the transition period. The risks associated with third-party payors and
individuals and the Company's failure to monitor and manage accounts receivable
successfully could have a material adverse effect on the Company's business,
financial condition, cash flows, and results of operations. The Company reviews
its allowance for doubtful accounts on an ongoing basis and may increase such
allowances from time to time. However, there can be no assurance that the
Company's collection policies and allowances for doubtful accounts receivable
will be adequate. See "Business -- Billings and Collections" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
POSSIBLE ADVERSE CHANGES IN REIMBURSEMENT RATES OF COVERAGE
During June 1997, HCFA issued proposed rules that would revise Medicare
policy on the coverage of ambulance services. These proposed rules have been
subject to public comment and, despite the passage of new laws addressing
changes to the reimbursement of ambulance services by Medicare (discussed
below), have not yet been withdrawn. The proposed HCFA rules have not been
finalized. See "Business -- Reimbursement."
In addition, in August 1997, the "Balanced Budget Act of 1997" (the "Budget
Act") became law. The Budget Act provides for the development, negotiation, and
implementation of a prospective fee schedule for ambulance services between HCFA
and ambulance service providers by January 2000. The Budget Act also reduces the
annual rate adjustment for Medicare reimbursements from the Consumer Price Index
(CPI) to CPI less one percentage point.
If the proposed HCFA rules were to be finalized prior to the negotiation of
a prospective fee schedule as stipulated in the Budget Act, and the Company were
unable to mitigate the effect of the new rules, the Company's business,
financial condition, cash flows, and results of operations could be adversely
effected. The final outcome of the proposed rules and the effect of the
prospective fee schedule is uncertain. However, changes in reimbursement
policies, or other government action, together with the financial instability of
private third-party payors and budget pressures on payor sources could influence
the timing and, potentially, the ultimate receipt of payments and
reimbursements. A reduction in coverage or reimbursement rates by third-party
payors, or an increase in the Company's cost structure relative to the rate of
increase in the CPI, could have a material adverse effect on the Company's
business, financial condition, cash flows, and results of operations. See
"Business -- Billings and Collections," "-- Governmental Regulation," and
"-- Reimbursement" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
IMPACT OF RATE STRUCTURES AND LIMITATIONS ON RATES OF RETURN
State or local government regulations or administrative policies regulate
rate structures in most states in which the Company conducts ambulance
operations. In certain service areas in which the Company is the exclusive
provider of services, the municipality or fire district sets the rates for
emergency ambulance services pursuant to a master contract and establishes the
rates for general ambulance services that the Company is permitted to charge.
Rates in most service areas are set at the same amounts for emergency and
general ambulance services. The State of Arizona establishes a rate of return on
sales the Company is permitted to earn in determining the ambulance service
rates the Company may charge in that state. Ambulance services revenue generated
in Arizona accounted for approximately 11% and 9% of total revenue for the
fiscal years ended June 30, 1996 and 1997, respectively. No assurance can be
given that the Company will be able to receive ambulance service rate increases
on a timely basis where rates are regulated or to establish or maintain
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satisfactory rate structures where rates are not regulated. See
"Business -- Billings and Collections" and "-- Governmental Regulation."
Municipalities and fire districts negotiate the payments to be made to the
Company for fire protection services pursuant to master contracts. These master
contracts are based on a budget and on level of effort or performance criteria
desired by the municipalities and fire districts. No assurance can be given that
the Company will be successful in negotiating or maintaining profitable
contracts with municipalities and fire districts. See "Business -- Contracts."
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS AND FOREIGN CURRENCY FLUCTUATIONS
The Company plans to expand its presence internationally, including
operations in Canada and select Latin American markets. Although the Company
maintains operations in Canada and recently established operations in Argentina
through the acquisition of ECCO, there can be no assurance that the Company will
be successful in expanding its international operations. As the Company expands
its international operations, the Company increasingly will be subject to risks
associated with international operations, including management of a
multi-national organization, fluctuations in currency exchange rates, compliance
with local laws and other regulatory requirements and changes in such laws and
requirements, restrictions on the repatriation of funds, inflationary
conditions, employment and severance issues, political and economic instability,
war or other hostilities, expropriation or nationalization of assets, overlap of
tax structures, and renegotiation or nullification of contracts. The inability
to effectively manage these and other risks could adversely affect the Company's
business, financial condition, cash flows, and results of operations.
The financial information presented herein regarding ECCO is prepared in
accordance with Argentina GAAP. If required under the Exchange Act, the Company
will file with the Commission on the appropriate form combined audited financial
statements of ECCO prepared in accordance with U.S. GAAP. Such financial
statements prepared in accordance with U.S. GAAP are not expected to differ
materially from those prepared in accordance with Argentina GAAP.
The Company's revenue from international operations is denominated
primarily in the currency of the country in which it is operating. A decrease in
the value of such foreign currencies relative to the U.S. dollar could result in
losses from currency exchange rate fluctuations. The Company does not currently
engage in foreign currency hedging transactions. However, as the Company
continues to expand its international operations, exposures to gains and losses
on foreign currency transactions may increase. The Company may choose to limit
such exposure by entering into forward-foreign exchange contracts or engaging in
similar hedging strategies. There can be no assurance that any currency exchange
strategy would be successful in avoiding exchange-related losses, or that the
failure to manage currency risks effectively would not have a material adverse
effect on the Company's business, financial condition, cash flows, and results
of operations. In addition, revenues of the Company earned in foreign countries
may be subject to taxation by more than one jurisdiction, thereby adversely
affecting the Company's earnings.
EFFECT OF GOVERNMENTAL REGULATIONS
Numerous federal, state, local, and foreign laws and regulations govern
various aspects of the business of ambulance service providers, covering matters
such as licensing, rates, employee certification, environmental matters, and
other factors. Certificates of necessity may be required from state or local
governments to operate ambulance services in a designated service area. Master
contracts from governmental authorities are subject to risks of cancellation or
unenforceability as a result of budgetary and other factors and may subject the
Company to certain liabilities or restrictions which traditionally have applied
only to governmental bodies or which they are otherwise immune. There can be no
assurance that federal, state, local, or foreign governments will not change
existing laws or regulations, adopt new laws or regulations that would increase
the Company's cost of doing business, lower reimbursement levels, or otherwise
have a material adverse effect on the Company's business, financial condition,
cash flows, and results of operations, or that the Company will comply, or
continue to comply, with applicable laws or regulations. Additionally, there can
be no assurance that businesses acquired by the Company will be in compliance
with all applicable laws and regulations when acquired. See
"Business -- Governmental Regulation" and "-- Reimbursement."
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HEALTH CARE REFORMS AND COST CONTAINMENT
Numerous legislative proposals have been considered that would result in
major reforms in the United States health care system. The Company cannot
predict which, if any, health care reforms may be proposed or enacted or the
effect that any such legislation would have on the Company's business. In
addition, managed care providers are attempting to contain health care costs
through the use of outpatient services and specialized treatment facilities. No
assurance can be given that changing industry practices will not have an adverse
effect on the Company's business, financial condition, cash flows, and results
of operations. See "Business -- Governmental Regulation."
COMPETITION
The ambulance service industry is highly competitive. Ambulance and general
transport service providers compete primarily on the basis of quality of
service, performance, and cost. The Company believes that counties, fire
districts, and municipalities consider quality of care, historical response time
performance, and cost to be among the most important factors in awarding a
contract, although other factors, such as customer service, financial stability,
and personnel policies and practices, also may be considered. The Company
currently encounters competition in providing ambulance services from
governmental entities (including fire districts), hospitals, other national
ambulance service providers, large regional ambulance service providers, and
numerous local and volunteer private providers. There can be no assurance that
municipalities, fire districts, or health care organizations that currently
contract for ambulance services will not choose to provide ambulance services
directly in the future. The Company is experiencing increased competition from
fire departments to provide emergency ambulance service. Some of the Company's
current competitors and certain potential competitors have greater capital and
other resources than the Company.
Tax-supported fire districts, municipal fire departments, and volunteer
fire departments represent the principal providers of fire protection services
for residential and commercial properties. Private providers represent only a
small portion of the total fire protection market and generally provide services
where a tax-supported municipality or fire district has decided to contract for
the provision of fire protection services or has not assumed the financial
responsibility for fire protection. In these situations, the Company provides
services for a municipality or fire district on a contract basis or provides
fire protection services directly to residences and businesses on a subscription
basis. There can be no assurance that the Company will be able to obtain
additional fire protection business on a contractual or subscription basis, that
fire districts or municipalities will not choose to provide fire protection
services directly in the future, or that areas in which the Company provides
services through subscriptions will not be converted to tax-supported fire
districts or annexed by municipalities. See "Business -- Competition."
DEPENDENCE ON MANAGEMENT AND OTHER KEY PERSONNEL
The Company's success depends upon the retention of principal key personnel
and the recruitment and retention of additional key personnel. The loss of
existing key personnel or the failure to recruit and retain necessary additional
key personnel would adversely affect the Company's business prospects. There can
be no assurance that the Company will be able to retain its current personnel or
attract and retain necessary additional personnel. The Company's internal growth
and its expansion into new geographic areas, including international markets,
will require additional expertise, such as marketing and operational management.
These growth and expansion activities will further increase the demand on the
Company's resources and require the addition of new personnel and the
development of additional expertise by existing personnel. The failure of the
Company to attract and retain personnel with the requisite expertise or to
develop internally such expertise could adversely affect the prospects for the
Company's success. The Company has entered into employment agreements with
certain of its executive officers and has entered into similar agreements with
certain other key personnel. The Company maintains "key person" insurance on
several of its key executive officers. See "Management."
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CONTROL BY CURRENT STOCKHOLDERS
The Company's directors, executive officers, and their affiliates own
beneficially approximately 12.9%, and the Company's Employee Stock Ownership
Plan (the "ESOP") holds approximately 6.6%, of the outstanding shares of the
Company's Common Stock. Accordingly, these persons, if they act as a group,
likely will be able to significantly influence the election of the Company's
directors and the outcome of matters requiring approval by the stockholders of
the Company.
FRAUDULENT CONVEYANCE; UNENFORCEABILITY OF CERTAIN CORPORATE GUARANTEES
If a court in a lawsuit brought by an unpaid creditor or representative of
creditors, such as a trustee in bankruptcy, or the Company as a
debtor-in-possession, were to determine under relevant federal or state
fraudulent conveyance statutes that the Company did not receive fair
consideration or reasonably equivalent value for incurring indebtedness,
including the Exchange Notes, and that, at the time of such incurrence, the
Company (i) was insolvent, (ii) was rendered insolvent by reason of such
incurrence or grant, (iii) was engaged in a business or transaction for which
the assets remaining with the Company constituted unreasonably small capital, or
(iv) intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they matured, then such court, subject to
applicable statutes of limitation, could void the Company's obligations under
the Exchange Notes, subordinate the Exchange Notes to other indebtedness of the
Company, or take other action detrimental to the holders of the Exchange Notes.
The measure of insolvency for these purposes will depend upon the governing
law of the relevant jurisdiction. Generally, however, a company will be
considered insolvent for these purposes if the sum of that company's debts is
greater than the fair value or the fair salable value of all of that company's
property or if the present fair salable value of that company's assets is less
than the amount that will be required to pay its probable liability on its
existing debts as they become absolute and matured. Moreover, regardless of
solvency, a court could void an incurrence of indebtedness, including the
Exchange Notes, if it determined that such transaction was made with the intent
to hinder, delay, or defraud creditors. In addition, a court could subordinate
indebtedness, including the Exchange Notes, to the claims of all existing and
future creditors on similar grounds.
The Company's obligations under the Exchange Notes will be guaranteed by
the Guarantors, and the Guarantees also may be subject to review under various
laws for the protection of creditors, including federal and state fraudulent
conveyance and fraudulent transfer laws, if a bankruptcy case or a lawsuit
(including in circumstances where bankruptcy is not involved) is commenced by or
on behalf of any creditor of a Guarantor or a representative of any such
creditors. In such a case, the analysis set forth above would generally apply,
except that the Guarantees could also be subject to the claim that, since the
Guarantees were incurred for the benefit of the Company (and only indirectly for
the benefit of the Guarantors), the obligations of the Guarantors thereunder
were incurred for less than reasonably equivalent value or fair consideration. A
court could void a Guarantor's obligation under its Guarantee, subordinate the
Guarantee to other indebtedness of a Guarantor, direct that holders of the
Exchange Notes return any amounts paid under a Guarantee to the relevant
Guarantor or to a fund for the benefit of its creditors, or take other action
detrimental to the holders of the Exchange Notes.
In addition, the enforceability of a guarantee by a subsidiary of
indebtedness of its corporate parent may be unclear or limited under the laws of
certain jurisdictions under which existing or future Guarantors may be
organized. Although substantially all of the existing Guarantors are organized
under the laws of jurisdictions under which no such limitations exist for wholly
owned subsidiaries, the Company may form additional subsidiaries under the laws
of jurisdictions where such limitations do exist. If a Guarantee is held to be
invalid or unenforceable as a result of any such limitation, then any right of
the Company or any other Guarantor to receive assets of the Guarantor whose
Guarantee is so limited upon the latter's liquidation or reorganization (and the
consequent right of the holders of the Exchange Notes to participate in those
assets) will be effectively subordinated to the claims of the affected
Guarantor's creditors, except to the extent that the Company or any other
Guarantor is itself recognized as a creditor of such affected Guarantor, in
which case the claims of the Company or such other Guarantor would still be
effectively subordinated to any security interest in the assets of such affected
Guarantor.
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POTENTIAL FAILURE TO MAKE PAYMENT UPON CHANGE OF CONTROL
Upon the occurrence of a Change of Control, the Company will be required to
make an offer to each holder of Notes to repurchase all or any part of such
holder's Notes at a repurchase price equal to 101%, or in certain instances
105%, of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the repurchase date. There can be no
assurance that the Company would have sufficient resources to repurchase the
Notes upon the occurrence of a Change of Control. The failure to repurchase all
of the Notes tendered to the Company would constitute an Event of Default under
the Indenture. Furthermore, the repurchase of the Notes by the Company upon a
Change of Control might result in a default on the part of the Company in
respect of the New Credit Facility or other future indebtedness of the Company,
as a result of the financial effect of such repurchase on the Company or
otherwise. See "Description of the New Credit Facility" and "Description of the
Notes."
LACK OF PUBLIC MARKET FOR THE EXCHANGE NOTES
The Outstanding Notes are currently owned by a relatively small number of
beneficial owners. The Outstanding Notes have not been registered under the
Securities Act and are subject to significant restrictions on resale. The
Exchange Notes are a new issue of securities for which there is currently no
active trading market. The Company does not intend to apply for a listing or
quotation of the Outstanding Notes or the Exchange Notes on any securities
exchange or stock market. The Initial Purchasers have informed the Company that
they currently intend to make a market in the Exchange Notes. However, the
Initial Purchasers are not obligated to do so, and any such market making may be
discontinued at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Exchange Notes. Accordingly, there can
be no assurance as to the development or liquidity of any market for the
Exchange Notes. Future trading prices of the Exchange Notes will depend upon
many factors, including, among others, prevailing interest rates, the market for
similar securities, and other factors, including general economic conditions and
the financial condition of the Company.
The Exchange Offer will not be conditioned upon any minimum or maximum
aggregate principal amount of Outstanding Notes being tendered for exchange. No
assurance can be given as to the liquidity of the trading market for the
Exchange Notes, or, in the case of non-tendering holders of the Outstanding
Notes, the trading market for the Outstanding Notes following the Exchange
Offer.
To the extent that all or most of the holders of the Outstanding Notes
tender such Notes, the liquidity of the Exchange Notes should be increased as a
result of the larger size of the issue. However, there can be no assurance that
any or all holders of the Outstanding Notes will accept the Exchange Offer. To
the extent that fewer of the holders of the Outstanding Notes accept the
Exchange Offer, the liquidity of the Exchange Notes could be decreased. In
addition, wide acceptance of the Exchange Offer will affect and could decrease
the liquidity of the Outstanding Notes held by non-tendering holders.
The liquidity of, and trading market for, the Outstanding Notes or the
Exchange Notes also may be adversely affected by general declines in the market
for similar securities. Such a decline may adversely affect such liquidity and
trading markets independent of the financial performance of, and prospects for,
the Company.
YEAR 2000 COMPLIANCE
The Company has implemented a Year 2000 compliance program designed to
ensure that the Company's medical equipment, computer systems and applications
will function properly beyond 1999. Although the Company believes that it has
allocated adequate resources for this purpose and expects its Year 2000 date
conversion program to be completed on a timely basis without incurring
significant expenditures to address this issue, there can be no assurance that
the Company will not experience unforeseen difficulties. The failure by medical
equipment suppliers or third-party payors, such as private insurers, managed
care providers, healthcare organizations, preferred provider organizations, and
federal and state government agencies that administer Medicare and/or Medicaid,
to adequately address their Year 2000 issues could impact their ability to
reimburse the Company or otherwise adversely affect the Company's business,
financial condition, cash flows, and results of operations.
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THE EXCHANGE OFFER
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
The Outstanding Notes were sold by the Company on March 16, 1998, to the
Initial Purchasers pursuant to the Purchase Agreement. The Initial Purchasers
subsequently placed the Outstanding Notes with QIBs in reliance on Rule 144A
under the Securities Act. As a condition of the purchase of the Outstanding
Notes by the Initial Purchasers, the Company, and the Guarantors entered into
the Registration Rights Agreement with the Initial Purchasers, which requires,
among other things, that the Company and the Guarantors file with the Commission
a registration statement under the Securities Act with respect to an offer by
the Company to the holders of the Outstanding Notes to issue and deliver to such
holders, in exchange for Outstanding Notes, a like principal amount of Exchange
Notes. The Company and the Guarantors are required to use their best efforts to
cause the registration statement relating to the Exchange Offer (the
"Registration Statement") to be declared effective by the Commission under the
Securities Act and commence the Exchange Offer. The Exchange Notes are to be
issued without a restrictive legend, and based on interpretations by the staff
of the Commission, the Company believes that the Exchange Notes may be reoffered
and resold by a holder that is not an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that the holder is acquiring the Exchange Notes in its ordinary course of
business and is not participating in and has no arrangement or understanding
with any person to participate in the distribution of the Exchange Notes. A copy
of the Registration Rights Agreement has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. See "-- Resale of
Exchange Notes."
Each broker-dealer that receives Exchange Notes for its own account in
exchange for Outstanding Notes, where such Outstanding Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."
The term "Holder" with respect to the Exchange Offer means any person in
whose name the Outstanding Notes are registered on the books of the Company or
any other person who has obtained a properly completed bond power from the
registered holder.
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept any and all
Outstanding Notes validly tendered and not withdrawn prior to 5:00 p.m., E.D.T.,
on the Expiration Date. On the Exchange Date, the Company will issue $1,000
principal amount of Exchange Notes in exchange for $1,000 principal amount of
Outstanding Notes accepted in the Exchange Offer. Holders may tender some or all
of their Outstanding Notes pursuant to the Exchange Offer. However, Outstanding
Notes may be tendered only in integral multiples of $1,000.
The form and terms of the Exchange Notes are the same as the form and terms
of the Outstanding Notes except that (i) the Exchange Notes have been registered
under the Securities Act and hence will not bear legends restricting the
transfer thereof and (ii) the holders of the Exchange Notes will not be entitled
to certain rights under the Registration Rights Agreement. The Exchange Notes
will evidence the same debt as the Outstanding Notes and will be entitled the
benefits of the Indenture.
As of the date of this Prospectus, $150.0 million aggregate principal
amount of the Outstanding Notes was outstanding and registered in the name of
Cede & Co., as nominee for the Depositary. The Company has fixed the close of
business of , 1998, as the record date for the Exchange Offer for
purposes of determining the persons to whom this Prospectus and the Letter of
Transmittal will be mailed initially.
Holders of Outstanding Notes do not have any appraisal or dissenters'
rights under the General Corporation Law of Delaware or the Indenture in
connection with the Exchange Offer. The Company intends to conduct the Exchange
Offer in accordance with the applicable requirements of the Exchange Act and the
rules and regulations of the Commission thereunder, including Rule 14e-1
thereunder.
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The Company shall be deemed to have accepted validly tendered Outstanding
Notes when, as and if the Company has given oral or written notice thereof to
the Exchange Agent. The Exchange Agent will act as agent for the tendering
Holders for the purpose of receiving the Exchange Notes from the Company.
If any tendered Outstanding Notes are not accepted for exchange because of
an invalid tender, the occurrence of certain other events set forth herein or
otherwise, the certificates for any such unaccepted Outstanding Notes will be
returned, without expense, to the tendering Holder thereof as promptly as
practicable after the Expiration Date.
Holders who tender Outstanding Notes in the Exchange Offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the Letter of Transmittal, transfer taxes with respect to the exchange of
Outstanding Notes pursuant to the Exchange Offer. The Company will pay all
charges and expenses, other than transfer taxes in certain circumstances, in
connection with the Exchange Offer. See "-- Fees and Expenses."
INTEREST ON THE EXCHANGE NOTES
Interest on the Exchange Notes will accrue at a rate of 7 7/8% per annum
and will be payable semi-annually in arrears on March 15 and September 15 of
each year, commencing September 15, 1998. Interest on the Exchange Notes will
accrue from the most recent date to which interest has been paid on the
Outstanding Notes or, if no interest has been paid, from the date of original
issuance of the Outstanding Notes.
PROCEDURES FOR TENDERING
Only a Holder of Outstanding Notes may tender such Outstanding Notes in the
Exchange Offer. To tender in the Exchange Offer, a Holder must complete, sign,
and date the Letter of Transmittal, or a facsimile thereof, have the signatures
thereon guaranteed if required by the Letter of Transmittal and mail or
otherwise deliver such Letter of Transmittal or such facsimile, together with
the Outstanding Notes and any other required documents, to the Exchange Agent
prior to 5:00 p.m., E.D.T., on the Expiration Date. The Company is not asking
any Holder for a proxy, and no Holder is requested to send the Company a proxy.
To be tendered effectively, the Outstanding Notes, Letter of Transmittal, and
other required documents must be received by the Exchange Agent at the address
set forth below under "-- Exchange Agent" prior to 5:00 p.m., E.D.T., on the
Expiration Date. Delivery of the Outstanding Notes may be made by book-entry
transfer in accordance with the procedures described below. Confirmation of such
book-entry transfer must be received by the Exchange Agent prior to the
Expiration Date.
By executing the Letter of Transmittal, each Holder will make to the
Company the representations set forth below in the second paragraph under the
heading "-- Resale of Exchange Notes."
The tender by a Holder and the acceptance thereof by the Company will
constitute agreement between such Holder and the Company in accordance with the
terms and subject to the conditions set forth herein and in the Letter of
Transmittal.
THE METHOD OF DELIVERY OF OUTSTANDING NOTES AND THE LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND
RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS
USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY.
HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
Any beneficial owner whose Outstanding Notes are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered Holder promptly and instruct such
registered Holder to tender on such beneficial owner's behalf.
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29
Signatures on the Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution (as defined below)
unless the Outstanding Notes tendered pursuant thereto are tendered (i) by a
registered Holder who has not completed the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. In the event that signatures on a Letter of Transmittal or
a notice of withdrawal, as the case may be, are required to be guaranteed, such
guarantee must be by a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (an "Eligible Institution").
If the Letter of Transmittal is signed by a person other than the
registered holder of any Outstanding Notes listed therein, such Outstanding
Notes must be endorsed or accompanied by a properly completed bond power, signed
by such registered holder as such registered holder's name appears on such
Outstanding Notes with the signature thereon guaranteed by an Eligible
Institution.
If the Letter of Transmittal or any Outstanding Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with the Letter of Transmittal.
The Company understands that the Exchange Agent will make a request
promptly after the date of this Prospectus to establish accounts with respect to
the Exchange Notes at the Depositary (the "Book-Entry Transfer Facility") for
the purpose of facilitating the Exchange Offer, and subject to the establishment
thereof, any financial institution that is a participant in the Book-Entry
Transfer Facility's system may make book-entry delivery of the Outstanding Notes
by causing such Book-Entry Transfer Facility to transfer such Outstanding Notes
into the Exchange Agent's account with respect to the Outstanding Notes in
accordance with the Book-Entry Transfer Facility's procedures for such transfer.
Although delivery of the Outstanding Notes may be effected through book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer Facility,
an appropriate Letter of Transmittal properly completed and duly executed with
any required signature guarantee and all other required documents must in each
case be transmitted to and received or confirmed by the Exchange Agent at its
address set forth below on or prior to the Expiration Date, or, if the
guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures; provided, however, that a
participant in the Book-Entry Transfer Facility's book-entry system may, in
accordance with the Book-Entry Transfer Facility's Automated Tender Offer
Program procedures and in lieu of physical delivery to the Exchange Agent of a
Letter of Transmittal, electronically acknowledge its receipt of, and agreement
to be bound by, the terms of the Letter of Transmittal. Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Outstanding Notes will be
determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any and all
Outstanding Notes not properly tendered or any Outstanding Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Outstanding Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Outstanding Notes must be cured within such time as
the Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of Outstanding Notes, neither
the Company, the Exchange Agent nor any other person shall incur any liability
for failure to give such notification. Tenders of Outstanding Notes will not be
deemed to have been made until such defects or irregularities have been cured or
waived. Any Outstanding Notes received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering Holders,
unless otherwise provided in the Letter of Transmittal, as soon as practicable
following the Expiration Date.
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30
Each broker-dealer that receives Exchange Notes for its own account in
exchange for Outstanding Notes, where such Outstanding Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."
GUARANTEED DELIVERY PROCEDURES
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available, (ii) who cannot deliver their
Outstanding Notes, the Letter of Transmittal or any other required documents to
the Exchange Agent or (iii) who cannot complete the procedures for book-entry
transfer, prior to the Expiration Date, may effect a tender if:
(a) the tender is made through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder, the certificate number(s)
of such Outstanding Notes and the principal amount of Outstanding Notes
tendered, stating that the tender is being made thereby and guaranteeing
that, within five Nasdaq Stock Market trading days after the Expiration
Date, the Letter of Transmittal (or facsimile thereof), together with the
certificate(s) representing the Outstanding Notes (or a confirmation of
book-entry transfer of such Outstanding Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility) and any other documents
required by the Letter of Transmittal, will be deposited by the Eligible
Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all tendered
Outstanding Notes in proper form for transfer (or a confirmation of
book-entry transfer of such Outstanding Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility) and all other documents
required by the Letter of Transmittal, are received by the Exchange Agent
within five Nasdaq Stock Market trading days after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Outstanding Notes according to the
guaranteed delivery procedures set forth above.
WITHDRAWAL OF TENDERS
Except as otherwise provided herein, tenders of Outstanding Notes may be
withdrawn at any time prior to 5:00 p.m., E.D.T., on the Expiration Date.
To withdraw a tender of Outstanding Notes in the Exchange Offer, a written
or facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., E.D.T., on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having deposited the Outstanding Notes to be withdrawn (the "Depositor"),
(ii) identify the Outstanding Notes to be withdrawn (including the certificate
number(s) and principal amount of such Outstanding Notes, or, in the case of
Outstanding Notes transferred by book-entry transfer, the name and number of the
account at the Book-Entry Transfer Facility to be credited), (iii) be signed by
the Holder in the same manner as the original signature on the Letter of
Transmittal by which such Outstanding Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee with respect to the Outstanding Notes register
the transfer of such Outstanding Notes into the name of the person withdrawing
the tender, (iv) specify the name in which any such Outstanding Notes are to be
registered, if different from that of the Depositor and (v) if applicable
because the Outstanding Notes have been tendered pursuant to book-entry
procedures, specify the name and number of the participant's account at the
Book-Entry Transfer Facility to be credited, if different from that of the
Depositor. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Outstanding Notes
so withdrawn will be deemed not to have been validly tendered for purposes of
the Exchange Offer and no Exchange Notes will be
23
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issued with respect thereto unless the Outstanding Notes so withdrawn are
validly retendered. Any Outstanding Notes which have been tendered but which are
not accepted for exchange, will be returned to the Holder thereof without cost
to such Holder as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be
retendered by following one of the procedures described above under "--
Procedures for Tendering" at any time prior to the Expiration Date.
EXCHANGE AGENT
The First National Bank of Chicago has been appointed as Exchange Agent for
the Exchange Offer. Questions and requests for assistance, requests for
additional copies of this Prospectus or of the Letter of Transmittal and
requests for Notice of Guaranteed Delivery should be directed to the Exchange
Agent addressed as follows:
The First National Bank of Chicago By Facsimile: (312) 407-1708
One North State Street Confirm by Telephone: (312) 732-4000
Ninth Floor, Suite 0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration
FEES AND EXPENSES
The expenses of soliciting tenders pursuant to the Exchange Offer will be
borne by the Company. The principal solicitation is being made by mail; however,
additional solicitation may be made by telegraph, telephone, facsimile or in
person by officers and regular employees of the Company and its affiliates.
The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers or others soliciting
acceptances of the Exchange Offer. The Company, however, will pay the Exchange
Agent reasonable and customary fees for its services and registration expenses,
including fees and expenses of the Trustee, filing fees, blue sky fees and
printing and distribution expenses.
The Company will pay all transfer taxes, if any, applicable to the exchange
of the Outstanding Notes pursuant to the Exchange Offer. If, however,
certificates representing the Exchange Notes or the Outstanding Notes for the
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be issued in the name of, any person other than the person signing the
Letter of Transmittal, or if a transfer tax is imposed for any reason other than
the exchange of the Outstanding Notes pursuant to the Exchange Offer, then the
amount of any such transfer taxes (whether imposed on the registered holder or
any other person) will be payable by the tendering Holder.
ACCOUNTING TREATMENT
The Exchange Notes will be recorded at the same carrying value as the
Outstanding Notes, which is face value, less a discount, as reflected in the
Company's accounting records on the Exchange Date. Accordingly, no gain or loss
for accounting purposes will be recognized. The expenses of the Exchange Offer
will be amortized over the term of the Exchange Notes.
RESALE OF EXCHANGE NOTES
Based on an interpretation by the staff of the Commission set forth in
no-action letters issued to third parties, the Company believes that Exchange
Notes issued pursuant to the Exchange Offer in exchange for Outstanding Notes
may be offered for resale, resold and otherwise transferred by any holder of
such Exchange Notes (other than any such holder which is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such holder's business and such holder does not intend to participate
and has no arrangement or understanding with any person to participate in the
distribution of such Exchange Notes. Any holder who tenders in the Exchange
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Offer with the intention to participate, or for the purpose of participating, in
a distribution of the Exchange Notes may not rely on the position of the staff
of the Commission enunciated in Exxon Capital Holdings Corporation and Morgan
Stanley & Co., Incorporated, or similar no-action letters, but rather must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. In addition, any such
resale transaction should be covered by an effective registration statement
containing the selling security holders information required by Item 507 of
Regulation S-K of the Securities Act. Each broker-dealer that receives Exchange
Notes for its own account in exchange for Outstanding Notes, where such
Outstanding Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities, must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. See
"Plan of Distribution."
By tendering in the Exchange Offer, each Holder will represent to the
Company that, among other things, (i) the Exchange Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of business of the
person receiving such Exchange Notes, whether or not such person is a Holder,
(ii) neither the Holder nor any such other person is engaged in or intends to
engage in, or has an arrangement or understanding with any person to participate
in the distribution of such Exchange Notes and (iii) the Holder and such other
person acknowledge that if they participate in the Exchange Offer for the
purpose of distributing the Exchange Notes (a) they must, in the absence of an
exemption therefrom, comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale of the Exchange
Notes and cannot rely on the no-action letters referenced above and (b) failure
to comply with such requirements in such instance could result in such Holder
incurring liability under the Securities Act for which such Holder is not
indemnified by the Company. Further, by tendering in the Exchange Offer, each
Holder that may be deemed an "affiliate" (as defined under Rule 405 of the
Securities Act) of the Company will represent to the Company that such Holder
understands and acknowledges that the Exchange Notes may not be offered for
resale, resold or otherwise transferred by that Holder without registration
under the Securities Act or an exemption therefrom.
As set forth above, affiliates of the Company are not entitled to rely on
the foregoing interpretations of the staff of the Commission with respect to
resales of the Exchange Notes without compliance with the registration and
prospectus delivery requirements of the Securities Act.
SHELF REGISTRATION STATEMENT
If the Company is not permitted to consummate the Exchange Offer because
the Exchange Offer is not permitted by any applicable law or applicable
interpretation of the Commission or the staff of the Commission, the Company and
the Guarantors have agreed to file with the Commission and use their best
efforts to have declared effective and keep continuously effective for up to two
years a registration statement that would allow resales of Outstanding Notes
owned by such holders.
OTHER
Participation in the Exchange Offer is voluntary and holders should
carefully consider whether to accept. Holders of the Outstanding Notes are urged
to consult their financial and tax advisors in making their own decision on what
action to take.
The Company may in the future seek to acquire untendered Outstanding Notes
in open market or privately negotiated transactions, through subsequent exchange
offers or otherwise. The Company, however, has no present plans to acquire any
Outstanding Notes that are not tendered in the Exchange Offer or to file a
registration statement to permit resales of any untendered Outstanding Notes.
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USE OF PROCEEDS
This Exchange Offer is intended to satisfy certain of the Company's
obligations under the Purchase Agreement and the Registration Rights Agreement
with respect to the Outstanding Notes. The Company will not receive any cash
proceeds from the issuance of the Exchange Notes offered hereby. In
consideration for issuing the Exchange Notes contemplated in this Prospectus,
the Company will receive Outstanding Notes in like principal amount, the form
and terms of which are substantially similar to the form and terms of the
Exchange Notes, except as otherwise described herein. The Outstanding Notes
surrendered in exchange for Exchange Notes will be retired and canceled and
cannot be reissued. Accordingly, issuance of the Exchange Notes will not result
in any increase or decrease in the indebtedness of the Company.
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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
During the fiscal year ended June 30, 1997, 19 acquisitions were completed
and nine such acquisitions were made during the six months ended December 31,
1997. The acquisitions occurring during the year ended June 30, 1997 are
referred to as "the fiscal 1997 acquisitions" and the acquisitions made during
the six months ended December 31, 1997 are referred to as "the fiscal 1998
acquisitions." All of these acquisitions were accounted for in accordance with
Accounting Principles Board Opinion ("APB") No. 16. The aggregate purchase price
for the fiscal 1997 and 1998 acquisitions accounted for as purchases consisted
of the following:
FISCAL 1997 FISCAL 1998
ACQUISITIONS ACQUISITIONS TOTAL
------------ ------------ --------
(IN THOUSANDS)
Cash................................... $35,512 $ 9,824 $ 45,336
Rural/Metro Common Stock............... 18,699 325 19,024
Notes payable to sellers............... 4,477 6,470 10,947
Assumption of liabilities.............. 23,915 13,889 37,804
------- ------- --------
$82,603 $30,508 $113,111
======= ======= ========
In addition, the Company issued 361,970 and 641,009 shares of Common Stock,
respectively, related to pooling-of-interests transactions during the fiscal
year ended June 30, 1997 and the six months ended December 31, 1997.
The following Unaudited Pro Forma Consolidated Statements of Income for the
fiscal year ended June 30, 1997 and the six months ended December 31, 1997
reflect (i) the fiscal 1997 and 1998 acquisitions as if each of the acquisitions
were consummated on July 1, 1996 and (ii) the receipt and application of the net
proceeds (after deducting expenses related to the Initial Offering) from the
Initial Offering, as if the Initial Offering were completed on July 1, 1996.
The following Unaudited Pro Forma Consolidated Balance Sheet as of December
31, 1997 reflects the application of the net proceeds (after deducting expenses
related to the Initial Offering) from the Initial Offering as if such
transaction had occurred as of December 31, 1997.
The following Unaudited Pro Forma Consolidated Statements of Income and the
Unaudited Pro Forma Consolidated Balance Sheet does not give effect to the
acquisition of ECCO. Summarized below is selected combined operating data of
ECCO for its most recent fiscal year ended September 30, 1997. As of September
30, 1997, ECCO had approximately $240,000 of indebtedness. Such financial
information has been prepared in accordance with Argentina GAAP. Argentina GAAP
and U.S. GAAP differ in certain respects. ECCO's combined operating data for its
fiscal year ended September 30, 1997 and its balance sheet as of September 30,
1997 prepared in accordance with U.S. GAAP are not expected to differ materially
from its financial results determined in accordance with Argentina GAAP.
FISCAL YEAR ENDED
SEPTEMBER 30, 1997
------------------
Net revenues.............................................. $43,445
Income before income tax.................................. 5,917
The Company usually implements significant changes to the operations of the
entities that it acquires to enhance profitability. The expected benefits and
cost reductions anticipated by the Company have not been reflected in the
accompanying unaudited pro forma consolidated financial statements. Accordingly,
these pro forma consolidated financial statements are not necessarily indicative
of the results of operations that would have been achieved had the fiscal 1997
and 1998 acquisitions occurred as of July 1, 1996.
The pro forma adjustments are based upon available information. These
adjustments are directly attributable to the transactions referenced above and
are expected to have a continuing impact on the Company's business, financial
condition, cash flows, and results of operations. The following unaudited pro
forma consolidated financial statements should be read in conjunction with the
Consolidated Financial Statements of the Company, including the notes thereto,
which are contained elsewhere or incorporated by reference in this Prospectus.
See "Selected Consolidated Financial Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
The unaudited pro forma consolidated financial data does not purport to
represent what the Company's actual results of operations would have been had
each transaction occurred as of the beginning of each respective period nor does
it project the Company's results of operations for any future period.
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UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED JUNE 30, 1997
--------------------------------------------------------------------
BUSINESSES PRO FORMA
HISTORICAL(1) ACQUIRED(2) ADJUSTMENTS OFFERING PRO FORMA
------------- ----------- ----------- -------- ---------
Revenue
Ambulance services................ $257,488 $104,505 $ -- $ -- $361,993
Fire protection services.......... 42,163 -- -- -- 42,163
Other............................. 20,154 2,757 -- -- 22,911
-------- -------- ------- ------- --------
Total..................... 319,805 107,262 -- -- 427,067
-------- -------- ------- ------- --------
Operating expenses
Payroll and employee benefits..... 170,833 51,440 (3,929)(3) -- 218,344
Provision for doubtful accounts... 43,424 19,471 -- -- 62,895
Depreciation...................... 12,136 4,176 (110)(4) -- 16,202
Amortization of intangibles....... 4,660 194 2,252(5) 494(10) 7,600
Other operating expenses.......... 54,922 24,419 (2,285)(6) -- 77,056
Loss contract/restructuring
charge......................... 6,026 -- -- -- 6,026
-------- -------- ------- ------- --------
Total..................... 292,001 99,700 (4,072) 494 388,123
-------- -------- ------- ------- --------
Operating income.................... 27,804 7,562 4,072 (494) 38,944
Interest expense, net............. 5,720 1,584 1,888(7) 4,345(10) 13,537
Other............................. -- -- 152(2) -- 152
-------- -------- ------- ------- --------
Income before income taxes.......... 22,084 5,978 2,032 (4,839) 25,255
Provision for income taxes........ 9,364 539 2,921(8) (2,052)(8) 10,772
-------- -------- ------- ------- --------
Net income.......................... $ 12,720 $ 5,439 $ (889) $(2,787) $ 14,483
======== ======== ======= ======= ========
Basic earnings per share............ $ 1.10 $ 1.09
======== ========
Diluted earnings per share.......... $ 1.04 $ 1.04
======== ========
Weighted average number of shares
outstanding -- Basic.............. 11,585 1,722(9) 13,307
Weighted average number of shares
outstanding -- Diluted............ 12,271 1,722(9) 13,993
The accompanying notes are an integral part of these financial statements.
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UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
SIX MONTHS ENDED DECEMBER 31, 1997
-------------------------------------------------------------------
BUSINESSES PRO FORMA
HISTORICAL(1) ACQUIRED(2) ADJUSTMENTS OFFERING PRO FORMA
------------- ----------- ----------- -------- ---------
Revenue
Ambulance services................ $167,367 $14,158 $ -- $ -- $181,525
Fire protection services.......... 22,563 -- -- -- 22,563
Other............................. 19,185 685 -- -- 19,870
-------- ------- ------- -------- --------
Total..................... 209,115 14,843 -- -- 223,958
-------- ------- ------- -------- --------
Operating expenses
Payroll and employee benefits..... 110,504 7,834 (546)(3) -- 117,792
Provision for doubtful accounts... 28,826 2,096 -- -- 30,922
Depreciation...................... 8,813 531 -- -- 9,344
Amortization of intangibles....... 3,145 54 249(5) 247(10) 3,695
Other operating expenses.......... 35,282 3,426 (405)(6) -- 38,303
-------- ------- ------- -------- --------
Total..................... 186,570 13,941 (702) 247 200,056
-------- ------- ------- -------- --------
Operating income.................... 22,545 902 702 (247) 23,902
Interest expense, net............. 5,409 199 167(7) 1,166(10) 6,941
Other............................. 130 -- 51(2) -- 181
-------- ------- ------- -------- --------
Income before income taxes.......... 17,006 703 484 (1,413) 16,780
Provision for income taxes........ 6,924 97 407(8) (575)(8) 6,853
-------- ------- ------- -------- --------
Net income.......................... $ 10,082 $ 606 $ 77 $ (838) $ 9,927
======== ======= ======= ======== ========
Basic earnings per share.......... $ 0.76 $ 0.74
======== ========
Diluted earnings per share........ $ 0.73 $ 0.71
======== ========
Weighted average number of shares
outstanding -- Basic.............. 13,196 275 (9) 13,471
Weighted average number of shares
outstanding -- Diluted............ 13,805 275 (9) 14,080
The accompanying notes are an integral part of these financial statements.
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UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
(IN THOUSANDS)
PRO FORMA
HISTORICAL OFFERING(11) AS ADJUSTED
------------ ------------ -----------
ASSETS
Current assets
Cash..................................................... $ 2,261 $ -- $ 2,261
Accounts receivable, net................................. 149,926 -- 149,926
Inventories.............................................. 9,757 -- 9,757
Prepaid expenses and other............................... 9,651 -- 9,651
-------- ------ --------
Total current assets............................. 171,595 -- 171,595
Property and equipment, net................................ 82,634 -- 82,634
Intangible assets, net..................................... 187,051 -- 187,051
Other assets............................................... 10,542 4,942 15,484
-------- ------ --------
Total assets..................................... $451,822 $4,942 $456,764
======== ====== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable......................................... $ 7,015 $ -- $ 7,015
Accrued liabilities...................................... 31,227 -- 31,227
Current portion of long-term debt........................ 16,435 (5,000) 11,435
-------- ------ --------
Total current liabilities............................. 54,677 (5,000) 49,677
Long-term debt, net of current portion..................... 187,334 9,942 197,276
Non-refundable subscription income......................... 13,248 -- 13,248
Deferred income taxes...................................... 12,836 -- 12,836
Other liabilities.......................................... 2,270 -- 2,270
-------- ------ --------
Total liabilities................................ 270,365 4,942 275,307
-------- ------ --------
Minority interest.......................................... 8,490 -- 8,490
-------- ------ --------
Stockholders' equity
Preferred stock.......................................... -- -- --
Common stock............................................. 139 -- 139
Additional paid-in capital............................... 124,038 -- 124,038
Retained earnings........................................ 50,487 -- 50,487
Deferred compensation.................................... (458) -- (458)
Treasury stock........................................... (1,239) -- (1,239)
-------- ------ --------
Total stockholders' equity....................... 172,967 -- 172,967
-------- ------ --------
$451,822 $4,942 $456,764
======== ====== ========
The accompanying notes are an integral part of these statements.
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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The foregoing unaudited pro forma consolidated financial data should be
read in conjunction with the Consolidated Financial Statements of the Company,
including the notes thereto, which are contained elsewhere or incorporated by
reference in this Prospectus. See "Selected Consolidated Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
(1) Reflects the results of operations of the respective acquisitions from the
dates of acquisition through the end of each respective period.
(2) Reflects the results of operations of the fiscal 1997 and 1998 acquisitions
from the beginning of the period through the respective dates of
acquisition.
(3) Adjustment for payroll and employee benefits to reflect the effects of
certain employees of the acquired businesses not being employed by the
Company and to reflect the differences between the actual compensation paid
to officers of the businesses acquired and the aggregate compensation such
individuals would have received under the terms of employment agreements
with the Company as if the businesses had been acquired as of the beginning
of the period.
(4) Adjustment for depreciation on assets not purchased in the acquisition
transactions.
(5) Adjustment for amortization to reflect amortization of the cost in excess
of the fair value of net assets acquired over a 35-year period.
(6) Adjustment for other operating expenses to reflect the reduction of
expenses related to certain real estate and buildings not acquired and
sellers' costs incurred in connection with the sale of their respective
businesses, had each of the acquisitions occurred as of the beginning of
the period.
(7) Adjustment for interest expense to reflect the interest expense related to
the debt issued in connection with the acquisitions.
(8) Adjustment for provision for income taxes to reflect the effect of the
adjustments described above and below and the tax effect of treating each
acquisition as if it had C corporation tax status.
(9) Adjustment for average number of shares outstanding as if the Common Stock
issued in connection with certain of the acquisitions had occurred as of
the beginning of the period.
(10) Reflects an adjustment for the amortization of an additional $4.9 million
of debt issuance costs and interest expense relating to the Initial
Offering net of decreases in interest expense relating to the use of
proceeds of the Initial Offering.
(11) Adjustments for the Initial Offering include the issuance and sale of the
Outstanding Notes, net of debt discount of $258,000, issued by the Company
and the retirement of approximately $139.8 of indebtedness outstanding
under the Company's prior revolving credit facility and a $5.0 million term
loan.
31
39
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for the fiscal years
ended June 30, 1997, 1996, 1995, 1994, and 1993 is derived from the consolidated
financial statements of the Company which have been audited by Arthur Andersen
LLP, independent public accountants. The selected consolidated financial data
for the six months ended December 31, 1996 and December 31, 1997 is derived from
consolidated financial statements that have not been subject to audit, but which
have been prepared on a basis consistent with the audited financial statements.
In the opinion of management, the unaudited consolidated financial data includes
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair statement of the consolidated financial position and results of
operations for that period. The results of operations for the six months ended
December 31, 1997 are not necessarily indicative of the results of operations
for a full fiscal year. The selected consolidated financial data provided below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Consolidated Financial
Statements of the Company, including the notes thereto, which are contained
elsewhere or incorporated by reference in this Prospectus.
SIX MONTHS ENDED
YEARS ENDED JUNE 30, DECEMBER 31,
--------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1996 1997
------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF INCOME DATA:
Revenue
Ambulance services................ $52,539 $ 68,942 $127,461 $197,201 $257,488 $121,493 $167,367
Fire protection services.......... 28,165 30,502 32,274 38,770 42,163 20,654 22,563
Other............................. 3,377 4,920 11,848 14,292 20,154 9,377 19,185
------- -------- -------- -------- -------- -------- --------
Total revenue.............. 84,081 104,364 171,583 250,263 319,805 151,524 209,115
Operating expenses
Payroll and employee benefits..... 44,178 54,750 90,843 135,464 170,833 82,501 110,504
Provision for doubtful accounts... 11,083 13,658 22,263 31,036 43,424 20,159 28,826
Depreciation...................... 3,522 4,369 6,654 9,778 12,136 5,651 8,813
Amortization of intangibles....... 448 584 2,074 3,569 4,660 2,200 3,145
Other operating expenses.......... 17,798 21,613 33,809 45,752 54,922 26,947 35,282
Loss contract/restructuring
charge.......................... -- -- -- -- 6,026 -- --
------- -------- -------- -------- -------- -------- --------
Operating income.................... 7,052 9,390 15,940 24,664 27,804 14,066 22,545
Interest expense, net............... 2,896 1,780 3,059 5,108 5,720 2,082 5,409
Other............................... -- -- -- -- -- -- 130
------- -------- -------- -------- -------- -------- --------
Income before income taxes and
extraordinary item................ 4,156 7,610 12,881 19,556 22,084 11,984 17,006
Provision for income taxes.......... (1,471) (2,884) (5,288) (8,044) (9,364) (4,914) (6,924)
------- -------- -------- -------- -------- -------- --------
Income before extraordinary item.... 2,685 4,726 7,593 11,512 12,720 7,070 10,082
Extraordinary item.................. -- -- (693) -- -- -- --
------- -------- -------- -------- -------- -------- --------
Net income........................ $ 2,685 $ 4,726 $ 6,900 $ 11,512 $ 12,720 $ 7,070 $ 10,082
======= ======== ======== ======== ======== ======== ========
Basic earnings per share(1)
Income before extraordinary
share........................... $ 0.66 $ 0.75 $ 0.96 $ 1.20 $ 1.10 $ 0.63 $ 0.76
Extraordinary item................ -- -- (0.09) -- -- -- --
------- -------- -------- -------- -------- -------- --------
Net income................. $ 0.66 $ 0.75 $ 0.87 $ 1.20 $ 1.10 $ 0.63 $ 0.76
======= ======== ======== ======== ======== ======== ========
Diluted earnings per share(1)
Income before extraordinary
item............................ $ 0.64 $ 0.71 $ 0.92 $ 1.14 $ 1.04 $ 0.59 $ 0.73
Extraordinary item................ -- -- (0.08) -- -- -- --
------- -------- -------- -------- -------- -------- --------
Net income................. $ 0.64 $ 0.71 $ .84 $ 1.14 $ 1.04 $ 0.59 $ 0.73
======= ======== ======== ======== ======== ======== ========
Weighted average number of shares
outstanding(1)
Basic............................. 4,081 6,329 7,924 9,570 11,585 11,213 13,196
Diluted........................... 4,171 6,668 8,249 10,075 12,271 12,082 13,805
- ---------------
(1) Earnings per share for all periods presented has been restated in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per
Share."
32
40
SIX MONTHS ENDED
YEARS ENDED JUNE 30, DECEMBER 31,
--------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1996 1997
------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT STATISTICAL DATA)
OTHER FINANCIAL DATA:
Adjusted EBITDA(1).................. $11,022 $ 14,343 $ 24,668 $ 38,011 $ 50,626 $ 21,917 $ 34,503
Adjusted EBITDA margin(2)........... 13.1% 13.7% 14.4% 15.2% 15.8% 14.5% 16.5%
Depreciation and amortization....... $ 3,970 $ 4,953 $ 8,728 $ 13,347 $ 16,796 $ 7,851 $ 11,958
Capital expenditures................ 2,011 5,260 11,474 18,237 23,872 7,725 14,909
Ratio of adjusted EBITDA to interest
expense........................... 3.8x 8.1x 8.1x 7.4x 8.9x 10.5x 6.4x
Ratio of earnings to fixed
charges(3).......................... 2.1x 3.8x 3.8x 3.7x 3.5x 4.2x 3.2x
STATISTICAL DATA:
States of operation (at period
end).............................. 5 8 10 17 21 18 23
Ambulances (at period end).......... 190 334 761 1,243 1,561 1,621 1,883
Fire apparatus (at period end)...... 115 117 119 128 135 130 145
Sources of revenue
Ambulance services................ 62.5% 66.1% 74.3% 78.8% 80.5% 80.2% 80.0%
Fire protection services.......... 33.5 29.2 18.8 15.5 13.2 13.6 10.8
Other services.................... 4.0 4.7 6.9 5.7 6.3 6.2 9.2
------- -------- -------- -------- -------- -------- --------
Total...................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
======= ======== ======== ======== ======== ======== ========
- ---------------
(1) Adjusted EBITDA represents income before interest, extraordinary items,
depreciation and amortization expense, federal and state income taxes, and
other expense and excludes the $6,026,000 loss contract/restructuring charge
incurred during fiscal 1997. EBITDA is generally considered to provide
information regarding a company's ability to service and/or incur debt.
EBITDA should not be considered in isolation or as a substitute for net
income, cash flows from operations, or other consolidated income or cash
flow data prepared in accordance with generally accepted accounting
principles as a measure of a company's profitability or liquidity.
(2) Adjusted EBITDA margin as used herein consists of adjusted EBITDA divided by
revenue.
(3) For purposes of calculating the ratio of earnings to fixed charges, earnings
consist of income before provision for income taxes plus fixed charges.
Fixed charges consist of interest expense (including the amortization of
debt issuance costs) plus that portion of rental payments on operating
leases deemed representative of the interest factor.
JUNE 30, DECEMBER 31,
-------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1996 1997
------- ------- -------- -------- -------- -------- --------
(IN THOUSANDS)
BALANCE SHEET DATA:
Working capital.................... $ 4,784 $23,915 $ 26,358 $ 55,402 $ 94,766 $ 67,597 $116,918
Total assets....................... 45,816 88,247 159,430 230,114 364,066 263,891 451,822
Current portion of long-term
debt(1).......................... 9,827 3,590 8,377 6,610 9,814 11,643 16,435
Long-term debt, net of current
portion(2)....................... 15,382 13,339 53,282 60,731 144,643 77,123 187,334
Stockholders' equity............... 4,093 47,349 65,648 119,966 159,808 133,734 172,967
- ---------------
(1) Includes balances outstanding under the Company's prior revolving credit
facility of $6.7 million at June 30, 1993.
(2) Includes balances outstanding under the Company's prior revolving credit
facility of $34.9 million, $49.5 million, and $134.0 million at June 30,
1995, 1996, and 1997, respectively, and $69.6 million and $175.5 million at
December 31, 1996 and 1997, respectively.
33
41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Selected Consolidated Financial Data and the Consolidated Financial
Statements of the Company, including the notes thereto, which are contained
elsewhere or incorporated by reference in this Prospectus.
INTRODUCTION
The Company derives its revenue primarily from fees charged for ambulance
and fire protection services. The Company provides ambulance services in
response to emergency medical calls ("911" emergency ambulance services) and
non-emergency transport services (general transport services) to patients on
both a fee-for-service basis and nonrefundable subscription fee basis. Per
transport revenue depends on various factors, including the mix of rates between
existing markets and new markets and the mix of activity between "911" emergency
ambulance services and general transport services as well as other competitive
factors. Fire protection services are provided either under contracts with
municipalities or fire districts or on a nonrefundable subscription fee basis to
individual homeowners or commercial property owners.
Ambulance service fees are recorded net of Medicare, Medicaid, and other
reimbursement limitations and are recognized when services are provided.
Payments received from third-party payors represent a substantial portion of the
Company's ambulance service fee receipts. The Company derived approximately 79%
and 74% of its net ambulance fee collections from such third-party payors during
1996 and 1997, respectively. Provision for doubtful accounts is made for the
expected difference between ambulance service fees charged and amounts actually
collected. The Company's provision for doubtful accounts generally is higher
with respect to collections to be derived directly from patients than for
collections to be derived from third-party payors and generally is higher for
"911" emergency ambulance services than for general transport services.
Because of the nature of the Company's ambulance services, it is necessary
to respond to a number of calls, primarily "911" emergency ambulance service
calls, which may not result in transports. Results of operations are discussed
below on the basis of actual transports since transports are more directly
related to revenue. Expenses associated with calls that do not result in
transports are included in operating expenses. The percentage of calls not
resulting in transports varies substantially depending upon the mix of general
transport and "911" emergency ambulance service calls in the Company's markets
and is generally higher in markets in which the calls are primarily "911"
emergency ambulance service calls. Rates in the Company's markets take into
account the anticipated number of calls that may not result in transports. The
Company does not separately account for expenses associated with calls that do
not result in transports.
Revenue generated under fire protection services contracts is recognized
over the life of the contract. Subscription fees received in advance are
deferred and recognized over the term of the subscription agreement, which
generally is one year.
Other revenue primarily consists of fees associated with alternative
transportation dispatch, fleet, billing and home health care services and is
recognized when the services are provided.
Other operating expenses primarily consist of rent and related occupancy
expenses, maintenance and repairs, insurance, fuel and supplies, travel, and
professional fees.
The Company's net income for the year ended June 30, 1997 was $12.7
million, or $1.04 per share (diluted). This compares to net income of $6.9
million and $11.5 million, or $0.84 and $1.14 per share (diluted), for the years
ended June 30, 1995 and 1996, respectively. Included in 1995 net income is an
extraordinary charge to earnings of $0.7 million, net of a $0.5 million tax
benefit, or $0.08 per share, to reflect the loss on early extinguishment of
debt. During fiscal 1997, the Company completed the acquisition of 19 companies
operating in Arizona, Arkansas, Georgia, Indiana, Kentucky, New York, Ohio,
Pennsylvania and Ontario, Canada. The following discussion provides greater
detail of the Company's results of operations and liquidity and capital
resources.
34
42
RESULTS OF OPERATIONS
The following table sets forth for the years ended June 30, 1995, 1996 and
1997, and for the six months ended December 31, 1996 and 1997 certain items from
the Company's consolidated financial statements expressed as a percentage of
total revenue:
SIX MONTHS ENDED
YEARS ENDED JUNE 30, DECEMBER 31, 1997
----------------------- ------------------
1995 1996 1997 1996 1997
----- ----- ----- ------- -------
Revenue
Ambulance services............................. 74.3% 78.8% 80.5% 80.2% 80.0%
Fire protection services....................... 18.8 15.5 13.2 13.6 10.8
Other.......................................... 6.9 5.7 6.3 6.2 9.2
----- ----- ----- ----- -----
Total revenue.......................... 100.0 100.0 100.0 100.0 100.0
Operating expenses
Payroll and employee benefits.................. 52.9 54.1 53.4 54.4 52.8
Provision for doubtful accounts................ 13.0 12.4 13.6 13.3 13.8
Depreciation................................... 3.9 3.9 3.8 3.7 4.2
Amortization of intangibles.................... 1.2 1.4 1.5 1.5 1.5
Other operating expenses....................... 19.7 18.3 17.1 17.8 16.9
Loss contract/restructuring charge............. -- -- 1.9 -- --
----- ----- ----- ----- -----
Operating income................................. 9.3 9.9 8.7 9.3 10.8
Interest expense, net 1.8.. 2.1 1.8 1.4 2.6
Other.......................................... -- -- -- -- 0.1
----- ----- ----- ----- -----
Income before income taxes and extraordinary
item........................................... 7.5 7.8 6.9 7.9 8.1
Provision for income taxes..................... 3.1 3.2 2.9 3.2 3.3
----- ----- ----- ----- -----
Income before extraordinary item................. 4.4% 4.6% 4.0% 4.7% 4.8%
===== ===== ===== ===== =====
SIX MONTHS ENDED DECEMBER 31, 1996 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
1997
Revenue
Total revenue increased $57.6 million, or 38.0%, from $151.5 million for
the six months ended December 31, 1996 to $209.1 million for the six months
ended December 31, 1997. Approximately $42.6 million of this increase resulted
from the acquisition of ambulance service providers during the last two quarters
of fiscal 1997 and the first two quarters of fiscal 1998. Ambulance service
revenue in markets served by the Company in both of the six month periods ended
December 31, 1996 and 1997 increased by 4.9%. Fire protection services revenue
increased by $1.9 million, or 9.2%, from $20.7 million for the six months ended
December 31, 1996 to $22.6 million for the six months ended December 31, 1997.
Other revenue increased by $9.8 million, or 104.3%, in the six months ended
December 31, 1997 compared to the six months ended December 31, 1996.
Total ambulance transports increased by 140,000, or 33.0%, from 424,000 for
the six months ended December 31, 1996 to 564,000 for the six months ended
December 31, 1997. The acquisitions of 21 ambulance service companies during the
last two quarters of fiscal 1997 and the first two quarters of fiscal 1998
accounted these additional transports.
Fire protection services revenue increased due to revenue generated from
new fire protection contracts awarded to the Company primarily through
competitive bidding and due to rate increases for fire protection services.
Other revenue increased primarily because of fees received for billing,
dispatch and other services pursuant to the Company's Agreement with San Diego
Fire and Life Safety Services.
35
43
Operating Expenses
Payroll and employee benefit expenses increased $28.0 million, or 33.9%,
from $82.5 million for the six months ended December 31, 1996 to $110.5 million
for the six months ended December 31, 1997. This increase was primarily due to
the acquisition of 21 ambulance service providers during the last two quarters
of fiscal 1997 and the first two quarters of fiscal year 1998.
Provision for doubtful accounts increased $8.6 million, or 42.6%, from
$20.2 million for the six months ended December 31, 1996 to $28.8 million for
the six months ended December 31, 1997. Provision for doubtful accounts
increased from 13.3% of total revenue for the six months ended December 31, 1996
to 13.8% of total revenue for the six months ended December 31, 1997, reflecting
the effect of the acquisition of ambulance service providers during the second
half of fiscal 1997 and first half of fiscal 1998 operating in markets with a
greater mix of "911" emergency activity.
Depreciation increased $3.1 million, or 54.4%, from $5.7 million for the
six months ended December 31, 1996 to $8.8 million for the six months ended
December 31, 1997, primarily as a result of depreciation expense on property and
equipment obtained through recent ambulance service acquisitions. Depreciation
increased from 3.7% of total revenue for the six months ended December 31, 1996
to 4.2% of total revenue for the six months ended December 31, 1997.
Amortization of intangibles increased by $0.9 million, or 40.9%, from $2.2
million for the six months ended December 31, 1996 to $3.1 million for the six
months ended December 31, 1997. This increase is primarily a result of
intangible assets recorded in recent acquisitions. Amortization of intangibles
was 1.5% of total revenue for the six months ended December 1996 and 1997.
Other operating expenses increased approximately $8.4 million, or 31.2%,
from $26.9 million for the six months ended December 31, 1996 to $35.3 million
for the six months ended December 31, 1997, primarily due to increased expenses
associated with the operation of 21 ambulance service providers acquired during
the last two quarters of fiscal 1997 and the first two quarters of fiscal 1998.
Other operating expenses decreased from 17.8% of total revenue for the six
months ended December 31, 1996 to 16.9% of total revenue for the six months
ended December 31, 1997 as a result of operational efficiencies realized through
the integration of these acquired companies.
Interest expense increased by $3.3 million from $2.1 million for the six
months ended December 31, 1996 to $5.4 million for the six months ended December
31, 1997. This increase was attributable to increased borrowings on the
Company's prior revolving credit facility.
The Company's effective tax rate decreased from 41.0% for the six months
ended December 31, 1996 to 40.7% for the six months ended December 31, 1997,
primarily as a result of tax planning strategies implemented by the Company
during fiscal 1996.
YEAR ENDED JUNE 30, 1996 COMPARED TO YEAR ENDED JUNE 30, 1997
Revenue
Total revenue increased $69.5 million, or 27.8%, from $250.3 million for
the year ended June 30, 1996 to $319.8 million for the year ended June 30, 1997.
Approximately $43.6 million of this increase resulted from the acquisition of
ambulance service providers during fiscal 1997. Fire protection services revenue
increased by $3.4 million, and other revenue increased by $5.9 million.
Total ambulance transports increased by 205,000, or 28.9%, from 710,000 for
the year ended June 30, 1996 to 915,000 for the year ended June 30, 1997. The
acquisition of 18 ambulance service companies during fiscal 1997 accounted for
154,000 of these additional transports.
Fire protection services revenue increased due to rate increases for fire
protection services and greater utilization of the Company's services under
fee-for-service arrangements. The increase also resulted from the revenue
generated from new fire protection contracts awarded to the Company through
competitive bidding.
36
44
Operating Expenses
Payroll and employee benefit expenses increased $35.4 million, or 26.1%,
from $135.4 million for the year ended June 30, 1996 to $170.8 million for the
year ended June 30, 1997. This increase was primarily due to the acquisition of
nineteen companies during fiscal 1997. Payroll and employee benefits decreased
from 54.1% of total revenue for the year ended June 30, 1996 to 53.4% of total
revenue for the year ended June 30, 1997 as a result of operational
efficiencies.
Provision for doubtful accounts increased $12.4 million, or 40.0%, from
$31.0 million for the year ended June 30, 1996 to $43.4 million for the year
ended June 30, 1997. Provision for doubtful accounts increased from 12.4% of
total revenue for the year ended June 30, 1996 to 13.6% of total revenue for the
year ended June 30, 1997, reflecting the effect of the acquisition of ambulance
service providers operating in markets with a greater mix of "911" emergency
activity.
Depreciation increased $2.3 million, or 23.5%, from $9.8 million for the
year ended June 30, 1996 to $12.1 million for the year ended June 30, 1997,
primarily due to increased property and equipment from recent acquisition
activity.
Amortization of intangibles increased by $1.1 million, or 30.6%, from $3.6
million for the year ended June 30, 1996 to $4.7 million for the year ended June
30, 1997. This increase was the result of increased intangible assets caused by
recent acquisition activity. Amortization of intangibles increased from 1.4% of
total revenue for the year ended June 30, 1996 to 1.5% for the year ended June
30, 1997.
Other operating expenses increased $9.2 million, or 20.1%, from $45.7
million for the year ended June 30, 1996 to $54.9 million for the year ended
June 30, 1997, primarily as a result of increased expenses associated with the
operation of the nineteen companies acquired during fiscal 1997. Other operating
expenses decreased from 18.3% of total revenue for the year ended June 30, 1996
to 17.1% of total revenue for the year ended June 30, 1997 as a result of
operational efficiencies.
The Company recorded a $6.0 million pre-tax charge for the year ended June
30, 1997. Included in this amount was an allowance of $3.2 million related to an
unprofitable ambulance service contract. Also included was a restructuring
charge of $2.8 million relating to the integration of ambulance company
acquisitions. The restructuring charge consists primarily of severance costs and
other costs related to the elimination of redundant functions. Management
expects the integration to be completed during fiscal 1998.
Interest expense increased by $0.6 million, or 11.8%, from $5.1 million for
the year ended June 30, 1996 to $5.7 million for the year ended June 30, 1997.
This increase was caused by higher debt balances, reflecting increased
borrowings on the Company's prior revolving credit facility.
The Company's effective tax rate increased from 41.1% for the year ended
June 30, 1996 to 42.4% for the year ended June 30, 1997, primarily the result of
a higher percentage of the Company's taxable income being generated in higher
tax rate states and the effect of nondeductible goodwill generated in connection
with the acquisition of certain ambulance service providers.
YEAR ENDED JUNE 30, 1995 COMPARED TO YEAR ENDED JUNE 30, 1996
Revenue
Total revenue increased $78.7 million, or 45.9%, from $171.6 million for
the year ended June 30, 1995 to $250.3 million for the year ended June 30, 1996.
Approximately $56.1 million of this increase resulted from the acquisition of
ambulance service providers during fiscal 1996. Fire protection services revenue
increased by $6.5 million, and other revenue increased by $2.4 million.
Total ambulance transports increased by 241,000, or 51.4%, from 469,000 for
the year ended June 30, 1995 to 710,000 for the year ended June 30, 1996. The
acquisition of 16 ambulance service companies during fiscal 1996 accounted for
227,000 of these additional transports.
37
45
Fire protection services revenue increased due to rate increases for fire
protection services and greater utilization of the Company's services under
fee-for-service arrangements. The increase also resulted from the acquisition of
a fire protection service company during the first quarter of fiscal 1996 and
revenue generated from new fire protection contracts awarded to the Company
through competitive bidding.
Operating Expenses
Payroll and employee benefit expenses increased $44.6 million, or 49.1%,
from $90.8 million for the year ended June 30, 1995 to $135.4 million for the
year ended June 30, 1996. This increase was primarily due to the acquisition of
18 companies during fiscal 1996.
Provision for doubtful accounts increased $8.7 million, or 39.0%, from
$22.3 million for the year ended June 30, 1995 to $31.0 million for the year
ended June 30, 1996. Provision for doubtful accounts decreased from 13.0% of
total revenue for the year ended June 30, 1995 to 12.4% of total revenue for the
year ended June 30, 1996, reflecting the effect of the acquisition of ambulance
service providers operating in markets with higher receivable collections as a
result of a greater mix of general transport activity.
Depreciation increased $3.1 million, or 46.3%, from $6.7 million for the
year ended June 30, 1995 to $9.8 million for the year ended June 30, 1996,
primarily due to increased property and equipment from recent acquisition
activity.
Amortization of intangibles increased by $1.5 million, or 71.4%, from $2.1
million for the year ended June 30, 1995 to $3.6 million for the year ended June
30, 1996. This increase was the result of increased intangible assets caused by
recent acquisition activity. Amortization of intangibles increased from 1.2% of
total revenue for the year ended June 30, 1995 to 1.4% for the year ended June
30, 1996.
Other operating expenses increased $11.9 million, or 35.2%, from $33.8
million for the year ended June 30, 1995 to $45.7 million for the year ended
June 30, 1996, primarily as a result of increased expenses associated with the
operation of the 18 companies acquired during fiscal 1996. Other operating
expenses decreased from 19.7% of total revenue for the year ended June 30, 1995
to 18.3% of total revenue for the year ended June 30, 1996 as a result of
operational efficiencies.
Interest expense increased by $2.0 million, or 64.5%, from $3.1 million for
the year ended June 30, 1995 to $5.1 million for the year ended June 30, 1996.
This increase was caused by higher debt balances, reflecting increased
borrowings on the Company's revolving credit facility.
The Company's effective tax rate increased from 41.0% for the year ended
June 30, 1995 to 41.1% for the year ended June 30, 1996, primarily the result of
a higher percentage of the Company's taxable income being generated in higher
tax rate states and the effect of nondeductible goodwill generated in connection
with the acquisition of certain ambulance service providers. This increase was
partially offset by tax planning strategies implemented by the Company during
fiscal 1996.
38
46
SEASONALITY AND QUARTERLY RESULTS
The following table reflects certain selected unaudited quarterly operating
results for each of the eight quarters including the quarter ended December 31,
1997. The operating results of any quarter are not necessarily indicative of
results of any future period.
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31,
1996 1996 1996 1996 1997 1997(1) 1997 1997
--------- --------- --------- -------- --------- -------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenue:
Ambulance service.................. $51,789 $53,955 $59,028 $62,465 $69,161 $66,834 $77,598 $89,769
Fire protection.................... 9,813 10,267 10,305 10,349 10,551 10,958 11,212 11,351
Other revenue...................... 3,382 4,455 4,661 4,716 5,209 5,568 8,963 10,222
------- ------- ------- ------- ------- ------- ------- -------
Total revenue...................... 64,984 68,677 73,994 77,530 84,921 83,360 97,773 111,342
Operating income................... 6,775 7,736 6,592 7,474 9,500 4,238 10,346 12,199
Diluted net income................. 2,989 4,025 3,299 3,771 4,675 975 4,658 5,424
Diluted earnings per share........... $ 0.31 $ 0.35 $ 0.28 $ 0.31 $ 0.38 $ 0.08 $ 0.35 $ 0.38
======= ======= ======= ======= ======= ======= ======= =======
- ---------------
(1) Includes a $6.0 million pre-tax charge for loss contract/restructuring.
The Company has historically experienced, and expects to continue to
experience, moderate seasonality in quarterly operating results. This
seasonality has resulted from a number of factors, including relatively higher
second and third fiscal quarter demand for transport services in the Company's
Arizona and Florida regions resulting from the greater winter populations in
those regions. The effect of the acquisition of ambulance service providers in
the northeastern and midwestern regions of the United States has reduced, and
will continue to reduce, the overall seasonality in operating results. However,
as a result of the Company's recent expansion into Latin America, the Company
may experience increased seasonality as a result of relatively higher first and
fourth quarter demand for services in the Latin American region during the
winter.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its cash requirements principally
through cash flow from operating activities, term and revolving indebtedness,
capital equipment lease financing, the sale of stock through an initial public
offering in July 1993, subsequent public stock offerings in May 1994 and April
1996, and the ongoing exercise of stock options.
At December 31, 1997, the Company had working capital of $116.9 million,
including cash of $2.3 million, compared to working capital of $94.8 million,
including cash of $3.4 million at June 30, 1997. For the six months ended
December 31, 1997, net cash used in operations was $6.0 million compared to net
cash used in operations of $3.5 million for the six months ended December 31,
1996. Net cash provided by (used in) operations was $(11.1) million and $1.4
million for the fiscal years ended June 30, 1997 and June 30, 1996,
respectively. The increases in working capital are due primarily to increases in
accounts receivable, partially offset by increases in accrued liabilities and
accounts payable.
The Company's gross accounts receivable as of June 30, 1996, June 30, 1997,
and December 31, 1997 were $95.2 million, $142.8 million, and $194.9 million,
respectively. The Company's accounts receivable, net of the allowance for
doubtful account, were $68.6 million, $107.0 million, and $149.9 million as of
such dates, respectively. The Company believes that the increase in accounts
receivable is related significantly to acquisition activity and to recent
revenue growth. The Company also attributes the increase in accounts receivable
and the increased age of receivables to certain factors, including delays in
payments from certain third-party payors, particularly in certain of the
Company's regional billing areas, and a general industry trend towards a
lengthening payment cycle of accounts receivable due from third-party payors. In
addition, the Company believes certain transitional aspects of the integration
of acquired companies into the Company's centralized billing and collection
function has resulted in increases in the amount and age of accounts receivable
during the transition period.
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During September 1995, the Company funded a fully underwritten credit
agreement for a $125.0 million revolving credit facility. The Company used the
proceeds from the credit facility to repay the Company's then existing revolving
credit facility and its notes payable. Costs previously deferred related to
certain indebtedness resulted in an extraordinary charge to earnings of
$693,000, net of a $480,000 tax benefit, or $.08 per share in the year ended
June 30, 1995. In May 1997, the credit facility was increased from $125.0
million to $175.0 million. In December 1997, the credit facility was increased
from $175.0 million to $200.0 million. At February 28, 1998, borrowings on the
credit facility were approximately $189.0 million. Contemporaneously with the
closing of the Initial Offering the Company entered into an amendment to the
credit facility (the "New Credit Facility"). See "Description of the New Credit
Facility." Following the closing of the Initial Offering and the use of the net
proceeds therefrom, borrowings under the New Credit Facility were approximately
$54.1 million as of March 18, 1998.
Exclusive of payments on the prior revolving credit facility, the Company
repaid $21.3 million of notes payable and capital lease obligations during the
year ended June 30, 1997 and $20.3 million during the year ended June 30, 1996.
Capital expenditures were $23.9 million during the year ended June 30, 1997
compared to $18.2 million during the prior year, of which $2.0 million was
financed through capital lease obligations in the year ended June 30, 1996.
Exclusive of payments on the prior revolving credit facility, the Company
repaid $14.4 million of notes payable and capital lease obligations during the
six months ended December 31, 1997 compared to $6.5 million during the six
months ended December 31, 1996. Capital expenditures were $14.9 million during
the six months ended December 31, 1997 compared to $7.7 million during the six
months ended December 31, 1996. The Company had $12.9 million of capital lease
obligations outstanding at December 31, 1997.
In November 1997, the Company entered into a $5.0 million term loan, which
matures on March 31, 1998. The Company used the proceeds from the loan to fund
acquisitions, capital expenditures and for general corporate purposes. The loan
has an interest rate of LIBOR plus 1.625%. The Company used the net proceeds
from the Initial Offering to repay the term loan.
During the year ended June 30, 1997, the Company purchased either all of
the issued and outstanding stock or certain of the assets of 19 companies
operating in Arizona, Arkansas, Georgia, Indiana, Kentucky, New York, Ohio,
Pennsylvania and Ontario, Canada. The combined purchase price was $82.6 million.
The Company paid cash of $35.5 million, issued notes payable to sellers totaling
$4.5 million, issued 1.2 million shares of Common Stock to sellers (361,970
shares were related to pooling-of-interests transactions and the remaining
shares were valued at $18.7 million), and assumed $23.9 million of liabilities.
The Company funded the cash portion of the acquisitions through operating cash
flow and from the prior revolving credit facility.
During the six months ended December 31, 1997, the Company purchased either
all the issued and outstanding stock or certain assets of nine ambulance service
providers with operations in Alabama, Arizona, Georgia, Maryland, Mississippi,
New Jersey, New York, South Carolina, Tennessee, Virginia, and the District of
Columbia. The combined purchase price of the operations accounted for as
purchases was $30.5 million. The Company paid cash of $9.8 million, issued notes
payable to sellers of $6.5 million, issued 659,191 shares of Common Stock to
sellers (641,009 shares were related to pooling-of-interests transactions and
the remaining shares were valued at $325,000), and assumed $13.9 million of
liabilities. The Company funded the cash portion of the acquisitions primarily
from the Company's prior revolving credit facility.
Subsequent to December 31, 1997, the Company purchased ECCO for $35.0
million, consisting of $25.0 million in cash and $10.0 million in shares of the
Company's Common Stock. See "Prospectus Summary -- Recent Developments."
The Company expects that the proceeds from the Initial Offering, cash flow
from operations, and additional borrowing capacity will be sufficient to meet
its operating and capital needs for existing operations as well as to fund
certain service area expansions and acquisitions for the 12 months subsequent to
December 31, 1997. The Company is engaged in an active acquisition program. In
addition to using cash from operations, credit facilities, seller notes payable
and the issuance of common stock, the Company may seek to
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raise additional capital through public or private debt or equity financing to
fund acquisitions. The availability and desirability of these capital sources
will depend upon prevailing market conditions, interest rates and the financial
condition of the Company. There can be no assurance such financing will be
available on favorable terms, if at all.
EFFECTS OF INFLATION AND FOREIGN CURRENCY EXCHANGE FLUCTUATIONS
The results of operations of the Company for the periods discussed have not
been affected significantly by inflation or foreign currency fluctuations. The
Company's revenue from international operations is denominated primarily in the
currency of the country in which it is operating. Although the Company has not
incurred any material exchange gains or losses to date, there can be no
assurance that fluctuations in the currency exchange rates in the future will
not have an adverse effect on the Company's business, financial condition, cash
flows, and results of operations. The Company does not currently engage in
foreign currency hedging transactions. However, as the Company continues to
expand its international operations, exposure to gains and losses on foreign
currency transactions may increase. The Company may choose to limit such
exposure by entering into forward exchange contracts or engaging in similar
hedging strategies. See "Risk Factors -- Risks Associated with International
Operations and Foreign Currency Fluctuations."
YEAR 2000 COMPLIANCE
The Company has implemented a Year 2000 compliance program designed to
ensure that the Company's medical equipment, computer systems and applications
will function properly beyond 1999. Although the Company believes that it has
allocated adequate resources for this purpose and expects its Year 2000 date
conversion program to be completed on a timely basis without incurring
significant expenditures to address this issue, there can be no assurance that
the Company will not experience unforeseen difficulties. The failure by medical
equipment suppliers or third-party payors, such as private insurers, managed
care providers, healthcare organizations, preferred provider organizations, and
federal and state government agencies that administer Medicare and/or Medicaid,
to adequately address their Year 2000 issues could impact their ability to
reimburse the Company or otherwise adversely affect the Company's business,
financial condition, cash flows, and results of operations.
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BUSINESS
The Company is a leading provider of health and safety services, which
include "911" emergency ambulance and general transport services, fire
protection services, and other safety and health care related services to
municipal, residential, commercial, and industrial customers. The Company
believes that it is the only multi-state provider of both ambulance and fire
protection services in the United States and that it ranks as one of the largest
private-sector providers of ambulance and fire protection services in the world.
The Company currently serves over 400 communities in 25 states, the District of
Columbia, Canada, and Latin America. Ambulance services and fire protection
services accounted for approximately 80% and 11%, respectively, of the Company's
revenue for the six months ended December 31, 1997.
Founded in 1948, the Company has been instrumental in the development of
protocols and policies applicable to the emergency services industry. The
Company has grown significantly since the late 1970s both through internal
growth and through acquisitions. To manage this growth, the Company invested in
the development of management and operational systems that have resulted in
productivity gains and increased profitability. The Company believes its key
business competencies in communications and logistics management position it to
continue its growth internally as well as through acquisitions, joint ventures,
and business alliances and enable it to operate profitably in both large and
small communities. The Company completed 11 acquisitions in the fiscal year
ended June 30, 1995, 18 acquisitions in the fiscal year ended June 30, 1996, 19
acquisitions in the fiscal year ended June 30, 1997, and nine acquisitions
during the six months ended December 31, 1997.
INDUSTRY OVERVIEW
Based on generally available industry data, it is estimated that annual
expenditures for ambulance services in the United States are between $4 billion
and $7 billion. Public-sector entities, private companies, hospitals, and
volunteer organizations provide ambulance services. Public-sector entities often
serve as the first responder to requests for such emergency ambulance services
and often provide emergency ambulance transport. When the public sector serves
as first responder, private companies often serve as the second responder and
support the first responder as needed. The private sector provides the majority
of general transport services. It is estimated that the ambulance service
industry includes more than 10,000 providers of service, 2,000 or more of which
are private and approximately 1,000 of which are hospital-owned. Most commercial
providers are small companies serving one or a limited number of markets.
Several multi-state providers, including the Company, have emerged through the
acquisition and consolidation of smaller ambulance service providers in recent
years.
The growth in ambulance service expenditures has resulted from both an
increase in the number of transports and an increase in the average expenditures
per transport. The growth and aging of the population, the greater use of
outpatient care facilities and home care in response to health care cost
containment efforts, and increased patient travel between specialized treatment
health care facilities have increased the demand for emergency medical services
and general transport services. The increased availability of "911" emergency
service, the impact of educational programs on its use, and the practice of some
members of the population of utilizing a hospital's emergency room as the source
of their primary medical care also have increased the number of ambulance
transports. Industry considerations require ambulance service providers to
acquire more sophisticated emergency medical, dispatch, and communications
equipment, hire more highly trained personnel, and develop more sophisticated
dispatch and management systems to satisfy the faster response time and higher
quality of medical care assurance criteria required by municipalities and fire
districts for emergency ambulance services. Average expenditures per ambulance
transport have increased as a result of the additional costs to meet these
requirements. These requirements, combined with the fragmented nature of the
industry, are contributing to consolidation within the industry. Service
providers that do not have the financial or management resources to meet the
requirements for higher levels of service are candidates for acquisition.
Market reform continues to reshape the health care delivery system, with a
shift from fee-for-service providers to managed care providers. Managed care
providers are focusing on cost containment measures
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while seeking to provide the most appropriate level of service at the most
appropriate treatment facility. While ambulances typically transport patients to
the nearest treatment facility, managed care providers are attempting to manage
hospital utilization by working with ambulance service providers to ensure
transport of patients to affiliated facilities and avoid unnecessary
inter-facility transports. For non-life threatening medical emergencies, managed
care providers are beginning to explore programs where plan members are
encouraged to call the provider. Under this program, a nurse will answer the
call, analyze the medical situation, and determine the best course of action and
mode of transport. In an emergency situation, an advanced life support ambulance
will be dispatched. In certain cases, patients could receive the required
treatment level with a less costly basic life support ambulance. However, to
manage such a system, the managed care provider must contract with an ambulance
service provider that has the mix of vehicles and geographic scope to cover the
entire region served by the managed care provider and can provide call center
services.
The Company believes the trend toward managed care benefits larger
ambulance service providers, which can service a larger portion of a managed
care provider's needs. This allows the managed care provider to reduce its
number of suppliers, cutting administrative costs and allowing it to negotiate
more favorable rates.
Based on the Company's experience, the Company believes that its ambulance
and fire protection services are complementary. Municipal fire departments,
tax-supported fire districts, and volunteer fire departments constitute the
principal providers of fire protection services in the United States. In most of
the communities served by municipal fire departments and tax-supported fire
districts, the fire department is the first to respond to a call for emergency
medical services. Approximately 27,000 volunteer fire departments, covering
approximately 40% of the United States population, operate throughout the United
States. Volunteer fire departments range from departments comprised entirely of
volunteer personnel to departments that utilize one or more paid personnel
located at each station supplemented by volunteers who proceed directly to the
fire scene. In addition to providing fire protection services to municipalities
and tax-supported fire districts, the private sector also provides fire
protection services to industrial complexes, including airports, large
industrial and petrochemical plants, power plants, and other large
self-contained facilities.
STRATEGY
The Company's strategy is to leverage its experience and competencies in
communications and logistics management to enhance its position as a leading
provider of emergency response services in the United States and in other
countries. Key elements of this strategy include the acquisition of ambulance
service providers and increased marketing efforts to serve the health and safety
needs of the public and private sector, including services for health care
providers, expansion of fire protection and community safety services,
integration of health and safety operations, public/private partnering, and
outsourcing of other health and safety related services. The Company seeks to
improve productivity and to expand service offerings to customers and to seek
new potential customers through key business alliances, joint ventures, or other
strategic business arrangements.
Acquisition of Ambulance Service Providers
The Company seeks acquisitions that enable it to establish new service
areas both domestically and internationally and acquisitions that enable it to
expand its operations within its existing service areas. The Company believes
that the fragmented nature of the industry, combined with the lack of capital
and limited management systems that characterize many providers, continues to
provide an opportunity for the Company to acquire additional ambulance service
providers, including hospital-owned providers, that would benefit from its
management and operational systems, resulting in productivity gains and enhanced
levels of service.
The Company considers a number of factors in evaluating a proposed
acquisition candidate, including the quality of its management and medical
personnel, its historical operating results and future earnings potential, the
size and anticipated growth of its market, its relative position within that
market, and the competition to be encountered in such market. The Company pays
special attention to those potential service areas in which it can achieve
maximum productivity by achieving market leadership over a regional area, by
utilizing its ambulances to provide both "911" emergency ambulance and general
transport services, and by integrating
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ambulance services with fire protection services. The Company continues to build
its regional operations, which better position the Company to serve the
developing managed care customer base.
Expand Services to Meet the Evolving Needs of the Public Sector and Health
Care Providers
The Company plans to expand its general transport services through
increased marketing efforts to hospitals, health maintenance organizations, and
other health care providers and its emergency ambulance services through the
pursuit of new contracts and alliances with municipalities and fire districts.
Based on its public/private alliance with San Diego Fire & Life Safety Services,
the Company believes that, in certain circumstances, contracting and partnering
may provide a cost-effective approach to expanding into large urban markets. The
Company will continue to seek to enter into similar public/private alliances to
compete for new business. The Company intends to respond to the needs of health
care and managed care providers by delivering high quality, efficient,
cost-effective services and the ability to transport patients to the most
appropriate treatment facility, particularly in those geographic areas in which
it has been able to achieve market leadership. The Company intends to develop
and offer innovative value-added services to health care providers, such as
access to a medical call center, to better serve the demand management,
telephone triage, and medical transport needs of the managed care market. The
Company believes that its communications and logistics expertise will enable it
to offer services that will improve the responsiveness and cost-effectiveness of
health care services in a managed care environment. The Company expects to
pursue alliances with health care providers through the establishment of service
contracts, the development of relationships, and through acquisitions of health
care and safety-related providers, which would provide opportunities for the
Company to integrate its services with such other service providers.
Expansion and Integration of Health and Safety Services
The Company plans to continue its efforts to expand its community safety
services by providing fire protection and other safety-related services. In
seeking to expand its fire protection services, the Company plans to emphasize
the benefits of its services in terms of lower per capita fire service costs,
reduced insurance rates, and lower loss of life and property resulting from its
extensive experience, fire prevention initiatives, management and operational
systems, and the utilization of full-time fire fighters and part-time
reservists. The Company plans to respond to the economic pressures on the public
sector to reduce taxes and expenditures for emergency services including fire
protection and other safety-related services by establishing public/private
alliances with fire districts and municipalities. The Company also intends to
pursue opportunities to provide fire protection and safety services to large
industrial complexes, including airports, large industrial and petrochemical
plants, power plants, and other large self-contained facilities. The Company
currently offers other safety-related services on a limited basis, including its
security monitoring and personal emergency response systems. The Company intends
to continue to leverage its communications and logistics expertise to develop
and offer safety-related services. The Company also intends to leverage its
superior systems and substantial experience with third-party payors to provide
fire districts and municipalities with business services, such as billings and
collections services.
Because emergency medical response represents a significant portion of fire
response activity within many fire departments, the Company believes that its
ambulance and fire protection services operations are complementary. Building
upon the Company's successful integration of ambulance and fire services under
its contract with the City of Scottsdale and through its public/private alliance
with San Diego Fire & Life Safety Services, the Company plans to continue the
integration of its fire and ambulance services in certain of its service areas
and to pursue opportunities to provide integrated services in new service areas.
The Company believes that its integration of health and safety services can
provide operating economies, coordination of the delivery of services,
efficiencies in the use of personnel and equipment, and enhanced levels of
service, especially in lower-utilization communities.
Productivity Improvement and Enhancement
The Company intends to utilize its management and operational systems to
enhance productivity and profitability in its existing operations and in
acquired operations and to enhance its opportunities with joint
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venture and business alliance partners. The centralization of key management and
operating systems development and the standardization of certain functions
permit the Company to achieve economies of scale at both the regional and
corporate levels. The Company believes that establishing market leadership in
its various service areas will enable it to more efficiently utilize its
equipment and personnel, to better serve large regional health care providers,
to more effectively market its services, and thereby continue to improve its
productivity. See "Risk Factors -- Risks Associated with Rapid Growth,
Acquisitions, and Integration."
Entrance into International Markets
The Company plans to expand its presence in international health and safety
and other related services markets initially in Canada and Latin America. The
Company intends to capitalize on the growth opportunities created by the
privatization of health and safety services in markets such as Ontario, Canada
and Argentina and the expansion of health insurance companies and health
maintenance organizations into Latin America. The Company believes select Latin
America markets, including Mexico and the nations of the MERCOSUR, represent a
growth opportunity and provide a model for a capitated health care environment
that encompasses not only ambulance transport but also mobile health care
utilizing call centers, telephone triage, and house calls by doctors and nurses.
The Company evaluates opportunities to enter into international markets through
acquisitions or alliances based on factors such as its ability to establish a
strong strategic local relationship and a solid corporate infrastructure of
systems and management talent, the potential to increase operating margins and
returns on capital, and the opportunity to offer value-added services that
broaden its participation in the health care market. In addition, the Company
seeks opportunities to provide fire protection and safety services to industrial
complexes, including airports and other large self-contained facilities. See
"Risk Factors -- Risks Associated with Rapid Growth, Acquisitions, and
Integration" and "-- Risks Associated with International Operations and Foreign
Currency Fluctuations."
CURRENT SERVICE AREAS
The Company provides its services in over 400 communities in the following
25 states, the District of Columbia, Canada, and Latin America:
Alabama Kentucky Oregon
Arizona Louisiana Pennsylvania
Arkansas Maryland South Carolina
California Mississippi South Dakota
Florida Nebraska Tennessee
Georgia New Jersey Texas
Idaho New York Virginia
Indiana Ohio Washington
Iowa
The Company provides ambulance services in these states, the District of
Columbia, and Canada primarily under the names Rural/Metro Ambulance and
Rural/Metro Medical Services and under the name Southwest Ambulance in some
areas of Arizona. The Company may operate under other names depending upon local
statutes or contractual agreements. The Company generally provides its ambulance
services pursuant to a contract or certificate of necessity on an exclusive or
nonexclusive basis. It provides "911" emergency ambulance services primarily
pursuant to contracts or as a result of providing fire protection services.
Ambulance service contracts in some service areas provide for the payment of a
subsidy to the Company.
In certain service areas, the Company is the only provider of both
emergency ambulance and general transport services. In other service areas, the
Company competes for general transport services. In all service areas, the
Company responds to "911" emergency calls if requested by a municipality or fire
district, even in the absence of a contract.
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The Company provides fire protection services under the name Rural/Metro
Fire Department in seven states and in Latin America. Fire protection services
are provided pursuant to master contracts or on a subscription basis.
AMBULANCE AND TRANSPORT SERVICES
Emergency Medical Services
The Company generally provides emergency medical ambulance services
pursuant to contracts with counties, fire districts, and municipalities. These
contracts typically appoint the Company as the exclusive provider of "911"
emergency ambulance services in designated service areas and require the Company
to respond to every "911" emergency medical call in those areas. The Company
responds to virtually all "911" calls with advanced life support ("ALS")
ambulance units. The Company staffs its ALS ambulance units with two paramedics
or one paramedic and an emergency medical technician ("EMT") and equips such
units with ALS equipment (such as cardiac monitors, defibrillators, and oxygen
delivery systems) as well as pharmaceuticals and medical supplies.
Upon arrival at an emergency, the ALS crew members deploy portable life
support equipment, ascertain the patient's medical condition and, if required,
begin life support techniques and procedures that may include airway intubation,
cardiac monitoring, defibrillation of cardiac arrhythmias, and the
administration of medications and intravenous solutions. The crew also may
perform basic life support ("BLS") services which include basic airway
management, hemorrhage control, stabilization of fractures, emergency
childbirth, and basic vehicle extrication. As soon as medically appropriate, the
patient is placed on a portable gurney and carried into the ambulance. While a
paramedic monitors and treats the patient, the other crew member drives the
ambulance to a hospital designated either by the patient or the applicable
medical protocol. En route, the ALS crew alerts the hospital regarding the
patient's medical condition, and if necessary, the attending paramedic seeks
advice from a hospital emergency room physician as to treatment. Upon arrival at
the hospital, the patient generally is taken to the emergency room.
General Transport Services
The Company also provides ambulance services to patients requiring either
advanced or basic levels of medical supervision during transfer to and from
residences and health care facilities. These services may be provided when a
home-bound patient requires examination or treatment at a health care facility
or when a hospital inpatient requires tests or treatments (such as MRI testing,
CAT scans, dialysis, or chemotherapy treatment) available at another facility.
The Company utilizes ALS or BLS ambulance units to provide general ambulance
services depending on the patient's needs and the proximity of available units.
The Company staffs its BLS ambulance units with two EMTs and equips such units
with medical supplies and equipment necessary to administer first aid and basic
medical treatment.
The Company also provides critical care transport services to medically
unstable patients (such as cardiac patients and neonatal patients) who require
critical care while being transported between health care facilities. Critical
care services differ from ALS services in that the ambulance may be equipped
with additional medical equipment and may be staffed by a medical specialist
provided by the Company or by a health care facility to attend to a patient's
special medical needs.
In addition to ambulance services, the Company provides non-medical
transportation for the handicapped and certain non-ambulatory persons in some
service areas. Such transportation generally takes place between residences or
nursing homes and hospitals or other health care facilities. In providing this
service, the Company utilizes vans that contain hydraulic wheelchair lifts or
ramps operated by drivers who generally are trained in cardiopulmonary
resuscitation ("CPR").
The Company provides ambulance services, critical care transports, and
nonmedical transportation services pursuant to contracts with governmental
agencies, health care facilities, or at the request of a patient. Such services
may be scheduled in advance or provided on an as needed basis. Contracts with
managed care providers provide for reimbursement on a per transport basis or on
a capitated basis under which the Company
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receives a fixed fee per person per month. The Company currently has a contract
to provide non-emergency ambulance transportation for Aetna Health Plan of
Ohio's 550,000 managed care plan members on a fee-for-service basis. The
contract may evolve into a capitated format after the service utilization
patterns are firmly established.
Medical Personnel and Quality Assurance
Paramedics and EMTs must be state certified in order to transport patients
and to perform emergency care services. Certification as an EMT requires
completion of a minimum of 164 hours of training in a program designated by the
United States Department of Transportation and supervised by state authorities.
EMTs also may complete advanced training courses to become certified to provide
certain additional emergency care services, such as administration of
intravenous fluids and advanced airway management. In addition to completion of
the EMT training program, the certification as a paramedic requires the
completion of more than 800 hours of training in advanced patient care
assessment, pharmacology, cardiology, and clinical and field skills. Many of the
paramedics currently employed by the Company served as EMTs for the Company
prior to their certification as paramedics.
Local physician advisory boards develop medical protocols to be followed by
paramedics and EMTs in a service area. In addition, instructions are conveyed on
a case-by-case basis through direct communications between the ambulance crew
and hospital emergency room physicians during the administration of advanced
life support procedures. Both paramedics and EMTs must complete continuing
education programs and, in some cases, state supervised refresher training
examinations to maintain their certifications. Certification and continuing
education requirements for paramedics and EMTs vary among states and counties.
The Company maintains a commitment to provide high quality pre-hospital
emergency medical care. In each location in which the Company provides services,
a medical director, who usually is a physician associated with a hospital the
Company serves, monitors adherence to medical protocol and conducts periodic
audits of the care provided. In addition, the Company holds retrospective care
audits with its employees to evaluate compliance with medical and performance
standards.
The Company was one of the first ambulance service providers to obtain
accreditation for many of its larger ambulance operations from the Commission on
Accreditation of Ambulance Services, a joint program between the American
Ambulance Association and the American College of Emergency Physicians. The
process is voluntary and evaluates numerous qualitative factors in the delivery
of services. The Company believes municipalities and managed care providers will
consider accreditation as one of the criteria in awarding contracts in the
future.
FIRE PROTECTION SERVICES
Fire protection services consist primarily of fire prevention and fire
suppression. Other fire protection related activities include hazardous material
containment, underwater search and recovery, mountain and confined space rescue,
and public education. The Company provides various levels of fire protection
services ranging from fire stations that are fully staffed 24 hours per day to
reserve stations. The Company generally provides its services to municipalities
and other governmental bodies pursuant to master contracts and to residences,
commercial establishments, and industrial complexes pursuant to subscription fee
and other fee-for-service arrangements. Federal and state governments contract
with the Company from time to time to suppress forest fires or wildfires on
government lands.
The Company has placed fire prevention and education in the forefront of
its fire protection services and has developed a comprehensive program to
prevent and minimize fires rather than emphasizing a standing army to respond to
fires that occur. The Company believes that effective fire protection requires
the intensive training of personnel, the effective utilization of fire
equipment, the establishment of effective communication centers for the receipt
of emergency calls and the dispatch of equipment and personnel, the
establishment and enforcement of strict fire codes, and community educational
efforts. The Company believes that it provides fire protection services at a
cost significantly lower than the national average as a result of its emphasis
on fire prevention, its advanced systems, and its use of a combination of
full-time fire fighters and part-time reservists.
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Based upon generally available industry data, the Company believes that fire
loss per capita in the areas serviced by the Company has been substantially less
than the national average.
Fire Protection Personnel
The Company's ability to provide its fire protection services at relatively
low costs results from its efficient use of personnel in addition to its fire
prevention efforts. Typically, personnel costs represent more than two-thirds of
the cost of providing fire protection services. The Company has been able to
reduce its labor costs through a system that utilizes full-time firefighters
complemented by paid part-time reservists as well as a modified every other day
shift schedule. By using trained reservists on an as needed basis, the Company
has the ability to supplement full-time fire fighters on a cost-effective basis.
Reservists comprise approximately 45% of the Company's operational work force.
All full-time and reservist firefighters undergo extensive training, which
exceeds the standards recommended by the National Fire Protection Association
("NFPA"), and must qualify for state certification before being eligible for
full-time employment by the Company. Since approximately 70% to 80% of the
Company's fire response activity consists of emergency medical response, all of
the Company's firefighters are trained EMTs and an increasing number of its
firefighters are paramedics. Ongoing training includes instruction in new fire
service tactics and fire fighting techniques as well as continual physical
conditioning.
Fire Response
An alarm typically results in the dispatch of one or more engine companies
(each of which consists of an engine and two to four firefighters, including a
captain), a fire chief, and such other equipment as circumstances warrant. The
amount of equipment and personnel depends upon the type, location, and severity
of the incident. The Company utilizes its dispatch capabilities to reposition
equipment and firefighters to maximize the availability and use of resources in
a cost-effective manner.
Fire Prevention
The Company believes that fire prevention programs result in both lower
fire loss and significant overall cost savings. The Company's fire prevention
programs include advice and recommendations for and the encouragement of various
fire prevention methods, including fire code design, building design to inhibit
the spread of fire, the design of automatic fire suppression sprinklers, fire
detector and smoke detector installations, the design of monitoring and alarm
systems, the placement and inspection of fire hydrants, fire code inspection and
enforcement, and the determination of fire cause and origin in arson suspected
fires. In addition, the Company's personnel perform community education programs
designed to reduce the risk of fire and increase the Company's community
profile.
The Company believes that its long standing public/private relationship
with the City of Scottsdale provides an example of an effective, cost-efficient
fire protection program. The Scottsdale program emphasizes the Company's
philosophy of fire prevention. With the cooperation and assistance of the
Company, the City of Scottsdale has designed comprehensive fire prevention
measures, including fire codes, inspections, and sprinkler and smoke detector
ordinances. The Company believes that as a result of strict fire codes, the
enactment of a sprinkler ordinance, and the effectiveness of the services
provided by the Company, Scottsdale's per capita cost for fire protection is 46%
lower than the national average and that its per capita fire loss is
approximately one-third of the national average.
INDUSTRIAL FIRE PROTECTION SERVICES
The Company provides fire protection services to large industrial
complexes, such as airports, large industrial and petrochemical plants, power
plants, and other self-contained facilities. During 1996, the Company signed a
three-year contract to provide firefighting and hazardous materials response
services to the Heath-Newark-Licking County Airport Authority, located outside
Columbus, Ohio and a four-year contract to provide crash/rescue firefighting
services at the Lafayette Regional Airport in Lafayette, Louisiana. In
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1997, the Company entered into a five-year contract to provide crash/rescue
firefighting services to three airports in Bolivia. The Company intends to
pursue similar contracts domestically and internationally.
FIRE TRAINING SERVICES AND PROTECTION SERVICES
The Company has instituted industrial fire training services and protection
services and provides sophisticated training for industrial, professional, and
specialized firefighters using live burn training to simulate realistic
firefighting situations. The training permits fire brigade and emergency
response teams to meet increased federal training requirements, the Occupational
Safety and Health Act ("OSHA") requirements, and other regulatory requirements
for work place safety and on-site response teams.
The Company anticipates that its training services to industrial,
petrochemical, and other large private concerns will enhance its ability to
enter into contractual relationships to provide fire protection, security, and
other safety-related services to these concerns and permit the complexes to
replace their fire brigades with professional firefighters and emergency
response teams. These activities have not resulted in significant revenue to
date. The combination of fire protection services with security services in
large industrial complexes has the potential to provide for greater efficiency
and utilization in the delivery of such services and to result in reduced cost
to the industrial complexes for such services.
The Company utilizes its communications centers for home security, home
fire alarm monitoring, and personal emergency response systems monitoring to
complement the emergency services it offers. For example, in August 1997, the
Company commenced a five-year contract to monitor global positioning satellite
tracking systems in vehicles for emergency services and theft recovery. The
Company believes protection services can be integrated with fire protection and
ambulance services for optimal efficiency and maximum cost-effectiveness.
MANAGEMENT SYSTEMS
The Company utilizes sophisticated management systems, which it believes
enhance the productivity and profitability of the Company's existing operations
and enable it to enhance the productivity and profitability of acquired
operations. These systems permit the Company to achieve economies of scale at
the local operational level through the proper utilization of personnel and
equipment and at the corporate level through centralized systems for billings,
collections, purchasing, accounting, cash management, human resources, risk
management, and third-party reimbursement.
The Company has developed measurement systems that permit management to
monitor the performance level of each operation on a continual basis. The
Company's centralized management and information systems permit managers to
direct their attention primarily to operations. The systems include centralized
billings and collections procedures that provide for more efficient tracking and
collection of accounts receivable. Centralized purchasing permits the Company to
achieve significant discounts in the purchase of equipment and supplies through
a Company-developed catalogue from which managers select items needed for their
operations. Centralized third-party reimbursement allows the Company to maximize
the utilization of its expertise in Medicare, Medicaid, and other third-party
payor reimbursement programs and to ensure the most favorable classification
permitted for all of the Company's operations under such programs.
The Company believes its investment in management systems and its effective
use of such systems represent key components in its success. The Company's
financial reporting system facilitates the Company's successful integration of
acquired companies. The Company places a high priority on rapidly evaluating the
management and reporting systems of acquired operations and subsequently
integrating or transitioning such systems to improve operating efficiencies.
Upon completion of an acquisition, the Company establishes critical success
factors, including number of transports, ratio of transports to calls, resource
utilization and pricing statistics, which are monitored daily. The Company
focuses on converting acquired businesses onto the Company's technology to
promote consistent and timely reporting, taking over cash management functions,
and integrating acquired businesses into the Company's LAN/WAN communications
infrastructure. The Company is committed to an ongoing enhancement of its
systems to provide productive, timely information and effective controls and
believes that its management systems have the capability to support sustained
long-term growth.
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HUMAN RESOURCES
The Company strives to maximize the operational autonomy of its managers.
Managers receive extensive training in the use of management systems, customer
service, and supervisory practices. The Company's human resources division is
involved in the training and integration of managers from acquired operations.
The Company's centralized human resources division increases the Company's
ability to assign the most appropriate personnel for a position within any given
operation and to reassign personnel as necessary to meet operational needs. The
human resources department participates in all areas of training, career
development, and succession planning of employees and assesses the Company's
personnel needs.
DISPATCH AND COMMUNICATIONS
The Company uses system status plans and flexible deployment systems to
position its ambulances within a designated service area because effective fleet
deployment represents a key factor in reducing response time and increasing
efficient use of resources. In certain service areas with a large volume of
calls, the Company analyzes data on traffic patterns, demographics, usage
frequency, and similar factors with the aid of computers to help it determine
optimal ambulance deployment and selection. The center that controls the
deployment and dispatch of ambulances in response to calls for ambulance service
may be owned and operated either by the applicable county or municipality or by
the Company itself. Each control center utilizes computer hardware and software
and sophisticated communications equipment and maintains responsibility for
fleet deployment and utilization 24 hours a day, seven days a week.
Depending on the emergency medical dispatch system used in a designated
service area, the public authority that receives "911" emergency medical calls
either dispatches the Company's ambulances directly from the public control
center or communicates information regarding the location and type of medical
emergency to the Company's control center which in turn dispatches ambulances to
the scene. In most service areas, the Company's control center receives the
calls from the police after the police have determined the call is for emergency
medical services. When the Company receives the "911" call, it dispatches one or
more ambulances directly from its control center while the call taker
communicates with the caller. All call takers and dispatchers are trained EMTs
with additional training that enables them to instruct a caller about applicable
pre-arrival emergency medical procedures, if necessary. In the Company's larger
control centers, a computer assists the dispatcher by analyzing a number of
factors, such as time of day, ambulance location, and historical traffic
patterns, in order to recommend optimal ambulance selection. In all cases, a
dispatcher selects and dispatches the ambulance. While the ambulance is en route
to the scene, the ambulance receives information concerning the patient's
condition prior to the ambulance's arrival at the scene.
The Company's communication systems allow the ambulance crew to communicate
directly with the destination hospital to alert hospital medical personnel of
the arrival of the patient and the patient's condition and to receive
instructions directly from emergency room personnel on specific pre-hospital
medical treatment. These systems also facilitate close and direct coordination
with other emergency service providers, such as the appropriate police and fire
departments, that also may be responding to a call.
Deployment and dispatch also represent important factors in providing
non-emergency ambulance services. The Company implements system status plans for
these services designed to assure appropriate response times to non-emergency
calls. The Company intends to establish call centers that will enable it to
implement demand management strategies for health care providers. Through its
strategic alliance with National Health Enhancement Systems, Inc., the Company
is working to develop a demand management system that integrates medical
protocols with the Company's logistics and "911" based communications expertise.
By combining telephone triage and medical transport services, the Company can
improve the responsiveness and cost-effectiveness of health care delivery in a
managed care system. Managed care providers could encourage their plan members
to contact a call center in non-life threatening emergencies. The call centers
are staffed by nurses who use medical protocols to analyze and triage the
medical situation and determine the best mode of transport. In non-emergency
situations, the call centers could dispatch a BLS ambulance rather than a more
expensive ALS ambulance. The call center can also direct the ambulance to
transport the patient to an affiliated facility specified by the managed care
center rather than to a non-member facility or a hospital emergency room,
thereby further reducing costs for the provider.
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The Company utilizes communication centers in its fire protection
activities for the receipt of fire alarms and the dispatch of equipment and
personnel that are the same as or similar to those maintained for its ambulance
services. Response time represents an important criteria in the effectiveness of
fire suppression. Depending upon the area served, the Company's response time
from the receipt of a call to the arrival on the scene generally varies from 4
to 15 minutes. Response times depend on the level of protection sought by the
Company's customers in terms of fire station spacing, the size of the service
area covered, and the amount of equipment and personnel dedicated to fire
protection.
BILLINGS AND COLLECTIONS
The Company currently maintains 12 regional billing and payment processing
centers and a centralized collection system at its headquarters in Arizona.
Invoices are generated at the regional level, and the account is processed by
the centralized system only if payment is not received in a timely manner.
Customer service is directed from each of the regional centers. Depending on
size and geography, the Company will integrate acquired businesses into existing
regional billing and payment centers or create a stand-alone billing and payment
center. Substantially all of the Company's operations are billed and collected
through its integrated billing and collection system, except for its operations
in Columbus, Ohio; Rochester, New York; and New Jersey.
The Company derives a substantial portion of its ambulance fee collections
from reimbursement by third-party payors, including payments under Medicare,
Medicaid, and private insurance programs, typically invoicing and collecting
payments directly to and from those third-party payors. The Company also
collects payments directly from patients, including payments under deductible
and co-insurance provisions and otherwise. During fiscal 1995, 1996, and 1997,
the Company derived approximately 33%, 27%, and 26%, respectively, of its net
ambulance fee collections from Medicare, 12%, 11%, and 10%, respectively, from
Medicaid, 40%, 41%, and 38%, respectively, from private insurers (including
prepaid health plans and other non-government sources), and 15%, 21%, and 26%,
respectively, directly from patients. Companies in the ambulance service
industry maintain high provisions for doubtful accounts relative to companies in
other industries. Collection of complete and accurate patient billing
information during an emergency service call is sometimes difficult, and
incomplete information hinders post-service collection efforts. In addition, it
is not possible for the Company to evaluate the creditworthiness of patients
requiring emergency transport services. The Company's allowance for doubtful
accounts generally is higher with respect to revenue derived directly from
patients than for revenue derived from third-party payors and generally is
higher for transports resulting from "911" emergency calls than for general
transport requests. See "Risk Factors -- Dependence on Reimbursements by
Third-Party Payors and Individuals" and "-- Possible Adverse Changes in
Reimbursement Rates of Coverage."
The Company has substantial experience in processing claims to third-party
payors and employs a collection staff specifically trained in third-party
coverage and reimbursement procedures. The Company uses specialized proprietary
software systems to specifically tailor the submission of claims to Medicare,
Medicaid, and certain other third-party payors and has the capability to
electronically submit claims to the extent third-party payors' systems permit.
The Company's systems provide for accurate tracking of accounts receivable and
status pending payment, which facilitates the effective utilization of personnel
resources to resolve workload distribution and problem invoices. The Company
uses an automated dialer that preselects and dials accounts based on their
status within the billing and collection cycle, which optimizes the efficiency
of the collection staff.
The Company has leveraged its systems and experience in processing
third-party payor claims to provide billing and collection services to fire
departments and municipalities in Phoenix, Dallas, and San Diego. The Company
intends to seek opportunities to enter into similar contracts in other
communities.
State licensing requirements as well as contracts with counties,
municipalities, and health care facilities typically require the Company to
provide ambulance services without regard to a patient's insurance coverage or
ability to pay. As a result, the Company often does not receive compensation for
services provided to patients who are not covered by Medicare, Medicaid, or
private insurance. The anticipated level of uncompensated care and allowance for
uncollectible accounts may be considered in determining the Company's subsidy
and permitted rates under contracts with a county or municipality.
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MARKETING AND SALES
Counties, fire districts, and municipalities generally award contracts to
provide "911" emergency services either through requests for competitive
proposals or bidding processes. In some instances in which the Company is the
existing provider, the county or municipality may elect to renegotiate the
Company's existing contract rather than re-bid the contract. The Company
believes that counties, fire districts, and municipalities consider the quality
of care, historical response time performance, and total cost, both to the
municipality or county and to the public, to be among the most important factors
in awarding contracts. In addition, the Company will continue to seek to enter
into public/private alliances to compete for new business. The Company's
alliance with San Diego Fire & Life Safety Services allowed the entities to bid
for and win a contract to provide "911" and ambulance services throughout the
city of San Diego.
The Company markets its non-emergency ambulance services to hospitals,
health maintenance organizations, convalescent homes, and other health care
facilities that require a stable and reliable source of medical transportation
for their patients. The Company believes that its status as a "911" provider in
a designated service area increases its visibility and enhances its marketing
efforts for non-emergency services in that area. Contracts for non-emergency
services usually are based on criteria (such as quality of care, customer
service, response time, and cost) similar to those in contracts for emergency
services. The Company further believes that its strategy of building regional
operations will better position it to serve the developing managed care market.
The Company has implemented customer service training for all its personnel in
recognition of the increasing awareness of managed care providers to the
importance of customer service.
The Company markets its fire protection services to subscribers in rural
and suburban areas, volunteer fire departments, tax-supported fire districts and
municipalities, newly developed communities, and industrial complexes, including
airports, large industrial and petrochemical plants, power plants, and other
large self-contained facilities. Subscription fees are collected annually in
advance. In the event that the Company provides service for a nonsubscriber, the
Company directly bills the property owner for the cost of services rendered. The
Company also provides fire protection services to newly developed communities
where the subscription fee is included in the homeowner's association
assessment.
CONTRACTS
The Company enters into contracts with counties, municipalities, and fire
districts to provide "911" emergency ambulance services in designated service
areas. These contracts typically specify maximum fees that the Company may
charge and set forth required criteria, such as response times, staffing levels,
types of vehicles and equipment, quality assurance, and insurance coverage.
Counties, municipalities, and fire districts also may require the Company to
provide a performance bond or other assurances of financial responsibility. The
amount of the subsidy, if any, that the Company receives from a county,
municipality, or fire district, and the rates that the Company may charge for
services under a contract for emergency ambulance services, depend in large part
on the nature of the services rendered and performance requirements. The four
largest ambulance contracts accounted for 24%, 16%, and 13% of total revenue for
the fiscal years ended June 30, 1995, 1996, and 1997, respectively, with the
contract with Orange County, Florida accounting for 9%, 7%, and 5%,
respectively, of total revenue for the same periods. Rates to be charged under
the Orange County contract are agreed upon between the Company and the county.
The Company does not receive any subsidy from the county under this contract.
The Orange County contract was first entered into in 1962 by a provider acquired
by the Company in 1984. The Company will begin to negotiate an extension of this
contract in the summer of 1998. Although the Company expects that this contract
will be renewed, no assurance can be given that the Company will retain this
contract on terms as favorable, if at all.
The Company provides fire protection services pursuant to master contracts
or on a subscription basis. Master contracts provide for negotiated rates with
governmental entities. Certain contracts are performance based and require the
Company to meet certain dispatch and response times in a certain percentage of
responses. These contracts also set maximum thresholds for variances from the
performance criteria. These contracts establish the level of service required
and may encompass fire prevention and education activities as well as fire
suppression. Other contracts are level-of-effort based and require the Company
to provide a certain number of personnel for a certain time period for a
particular function, such as fire prevention or fire
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suppression. The largest of these contracts accounted for 6%, 4%, and 3% of
total revenue for the fiscal years ended June 30, 1995, 1996, and 1997,
respectively.
The Company provides fire protection services on a subscription basis in
areas where no governmental entity has assumed the financial responsibility for
providing fire protection. The Company derived approximately 56% of its fire
protection service revenue from subscriptions for fiscal 1995, 51% for fiscal
1996, and 50% for fiscal 1997. The Company experienced renewal rates of
approximately 88% during the prior three fiscal years. Fire subscription rates
are not currently regulated by any government agency in the Company's service
areas.
The Company's contracts generally extend for terms of two to five years,
with several contracts having terms of up to 10 years. The Company attempts to
renegotiate contracts in advance of the expiration date and generally has been
successful in such renegotiations. The Company monitors its performance under
each contract. From time to time, the Company may decide that certain contracts
are no longer favorable and may seek to modify or terminate such contracts. The
following table sets forth certain information regarding the Company's five
primary contracts at June 30, 1997 with counties, fire districts, and
municipalities for ambulance services and for fire protection services.
EXPIRATION
TERM IN YEARS DATE TYPE OF SERVICE(1)
------------- ------------------ ------------------
Ambulance
Orange County, Florida(2)...... 2 October 1999 911/General
Rochester, New York(3)......... 4 October 2000 911
Knox County, Tennessee(4)...... 4 June 2002 911
Tucson, Arizona(5)............. 3 July 2000 911
Integrated Fire and Ambulance
Scottsdale, Arizona(6)......... 5 July 2001 911
- ---------------
(1) Type of service for ambulance contracts indicates whether "911" emergency or
general ambulance services or both are provided pursuant to the contract.
(2) The contract was first entered into in 1962 by a provider that was acquired
by the Company in July 1984.
(3) The contract was first entered into in 1988 by a provider that was acquired
by the Company in May 1994.
(4) The contract was first entered into in July 1985 by the Company.
(5) The contract was first entered into in July 1993 by the Company and
subsequently awarded to an ambulance service provider acquired by the
Company.
(6) The contract was first entered into in 1952 by the Company. The contract has
two five-year renewal options exercisable by the City of Scottsdale.
The Company also enters into contracts with hospitals, nursing homes, and
other health care facilities to provide non-emergency and critical care
ambulance services. These contracts typically designate the Company as the first
ambulance service provider contacted to provide non-emergency ambulance services
to those facilities and permit the Company to charge a base fee, mileage
reimbursement, and additional fees for the use of particular medical equipment
and supplies. The Company provides a discount in rates charged to facilities
that assume the responsibility for payment of the charges to the persons
receiving services. See "Risk Factors -- Dependence on Certain Business
Relationships."
COMPETITION
The ambulance service industry is highly competitive. The principal
participants include governmental entities (including fire districts), other
national ambulance service providers, large regional ambulance service
providers, hospitals, and numerous local and volunteer private providers. There
can be no assurance that counties, municipalities, fire districts, hospitals, or
health care organizations that presently contract for ambulance services will
not choose to provide ambulance services directly in the future. The Company is
experiencing increased competition from fire departments to provide emergency
ambulance service. However, the Company believes that the general transport
services market currently is not attractive to fire departments.
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Some of the Company's current competitors and certain potential competitors have
greater capital and other resources than the Company. Ambulance and general
transport service providers compete primarily on the basis of quality of
service, performance, and cost. The Company believes that counties, fire
districts, and municipalities consider quality of care, historical response time
performance, and cost to be among the most important factors in awarding a
contract, although other factors, such as customer service, financial stability,
and personnel policies and practices, also may be considered. Although
commercial providers often compete intensely for business within a particular
community, it is generally difficult to displace a provider that has a history
of satisfying the quality of care and response time performance criteria
established within the service area. Moreover, significant start-up costs
together with the long-term nature of the contracts under which services are
provided and the relationships many providers have within their communities
create barriers to providers seeking to enter new markets other than through
acquisition. The Company believes that its status as a "911" provider in a
service area increases its visibility and stature and enhances its ability to
compete for non-emergency services within that area. Because smaller ambulance
providers do not have the infrastructure to provide "911" services, the Company
believes it can compete favorably with such competitors for general transport
services contracts.
Fire protection services for residential and commercial properties are
provided primarily by tax-supported fire districts, municipal fire departments,
and volunteer departments. Private providers represent a small portion of the
total fire protection market and generally provide fire protection services
where a tax-supported fire district or municipality has decided to contract for
the provision of fire protection services or has not assumed financial
responsibility for fire protection. No assurance can be given that fire
districts or municipalities will continue to contract for fire protection
services. In areas where no governmental entity has assumed financial
responsibility for providing fire protection, the Company provides fire
protection services on a subscription basis. No assurance can be given that a
subscription area will not be annexed by a municipality or be converted to a
fire district that provides service directly rather than through a master
contract. See "Risk Factors -- Competition."
GOVERNMENTAL REGULATION
The Company's business is subject to governmental regulation at the
federal, state, local, and foreign levels. At the federal level, the Company is
subject to regulations under OSHA designed to protect employees of the Company.
The federal government also recommends standards for ambulance design and
construction, medical training curriculum, and designation of appropriate trauma
facilities. Various state agencies may modify these standards.
Each state in which the Company operates regulates various aspects of its
ambulance and fire business. State requirements govern the licensing or
certification of ambulance service providers, training and certification of
medical personnel, the scope of services that may be provided by medical
personnel, staffing requirements, medical control, medical procedures,
communication systems, vehicles, and equipment. The Company's contracts in its
current service areas typically prescribe maximum rates that the Company may
charge for services. The process of determining rates includes cost reviews,
analyses of levels of reimbursement from all sources, and determination of
reasonable profits. Rate setting agencies may set rates to compensate service
providers by requiring paying customers to subsidize those who do not or cannot
pay. Regulations applicable to ambulance services may vary widely from state to
state.
Applicable federal, state, local, and foreign laws and regulations are
subject to change. The Company believes that it currently is in substantial
compliance with applicable regulatory requirements. These regulatory
requirements, however, may require the Company in the future to increase its
capital and operating expenditures in order to maintain current operations or
initiate new operations. See "Risk Factors -- Possible Adverse Change in
Reimbursement Rates of Coverages," "-- Impact of Rate Structures and Limitations
on Rates of Return," "-- Effect of Governmental Regulations," and "-- Health
Care Reforms and Cost Containment."
REIMBURSEMENT
The Company must comply with various requirements in connection with its
participation in Medicare and Medicaid. Medicare is a federal health insurance
program for the elderly and for chronically disabled
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individuals, which pays for ambulance services when medically necessary.
Medicare uses a charge-based reimbursement system for ambulance services and
reimburses 80% of charges determined to be reasonable by Medicare, subject to
the limits fixed for the particular geographic area. The patient is responsible
for paying the balance of the bill, and Medicare requires the Company to expend
reasonable efforts to collect the balance. In determining reasonable charges,
Medicare considers and applies the lowest of various charge factors, including
the actual charge, the customary charge, the prevailing charge in the same
locality, the amount of reimbursement for comparable services, or the
inflation-indexed charge limit.
Medicaid is a combined federal-state program for medical assistance to
impoverished individuals who are aged, blind, or disabled or members of families
with dependent children. Medicaid programs or a state equivalent exist in all
states in which the Company operates. Although Medicaid programs differ in
certain respects from state to state, all are subject to federal requirements.
State Medicaid agencies have the authority to set levels of reimbursement within
federal guidelines. The Company receives only the reimbursement permitted by
Medicaid and is not permitted to collect from the patient any difference between
its customary charge and the amount reimbursed.
Like other Medicare and Medicaid providers, the Company is subject to
governmental audits of its Medicare and Medicaid reimbursement claims. The
Company has not experienced significant losses as a result of any such audit.
Government funding for health care programs is subject to statutory and
regulatory changes, administrative rulings, interpretations of policy,
determinations by intermediaries and governmental funding restrictions, all of
which could materially increase or decrease program reimbursements for ambulance
services. In recent years, Congress has consistently attempted to curb federal
spending on such programs. During June 1997, the Health Care Financing
Administration ("HCFA") issued proposed rules that would revise Medicare policy
on the coverage of ambulance services. Reimbursement is currently permitted if,
based on an assessment of the patient's condition, it is determined that ALS
service is medically necessary or if ALS response is required under "911"
contracts or state or local law. The new proposal would reimburse at ALS rates
only if ALS services were medically necessary. The proposed HCFA rules would
also require, among other things, that a physician's certification be obtained
prior to furnishing non-emergency ambulance service to patients, that certain
ambulance staffing requirements be maintained, that certain equipment be present
in each ambulance, and that certain additional information and documentation be
provided in order to qualify for reimbursement under the Medicare program. The
proposed rules have not been finalized. If implemented, such rules could result
in contract renegotiations or other action by the Company to offset any negative
impact of the proposed change in reimbursement policies.
During August 1997, President Clinton signed the "Balanced Budget Act of
1997" (the "Budget Act"). The Budget Act provides for certain changes to the
Medicare reimbursement system, including the development and implementation of a
prospective fee schedule by January 2000 for ambulance services between HCFA and
ambulance service providers. The Budget Act mandates that this fee schedule be
developed through a negotiated rulemaking process between HFCA and ambulance
service providers and must consider the following: (i) data from industry and
other organizations involved in the delivery of ambulance services; (ii)
mechanisms to control increases in expenditures for ambulance services; (iii)
appropriate regional and operational differences; (iv) adjustments to payment
rates to account for inflation and other relevant factors; and (v) the phase-in
of payment rates under the fee schedule in an efficient and fair manner. Charges
for ambulance services provided during calendar years 1998 and 1999 will be
increased by the Consumer Price Index (CPI) less one percentage point.
The Budget Act also stipulates that individual states may now elect not to
provide payment for Medicare cost-sharing for coinsurance, or copayments, for
Medicaid beneficiaries. Medicare coverage has been extended for certain
paramedic services provided in rural areas.
Certain actions to partially mitigate any adverse effect of these changes
could be taken by the Company. These actions could include renegotiation of
rates and contract subsidies provided in the Company's "911" ambulance service
contracts and changes in staffing of ambulance crews based upon the negotiation
for longer response times under ambulance service contracts to reduce operating
costs.
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There can be no assurance whether the proposed HCFA rules, a prospective
fee schedule, or other proposals involving various aspects of Medicare
reimbursements will be adopted or of the effect on the Company of any such
adoption. No assurance can be given that future funding levels for Medicare and
Medicaid programs will be comparable to present levels. Changes in the
reimbursement policies, or other government action, could adversely affect the
Company's business, financial condition, cash flows, and results of operations.
INSURANCE
The Company carries a broad range of automobile and general liability,
comprehensive property damage, malpractice, workers' compensation, and other
insurance coverages that the Company considers adequate for the protection of
its assets and operations, subject to certain self insurance retentions ranging
from $100,000 to $250,000. The Company operates in some states that adhere to
legal standards that hold emergency service providers to a gross negligence
standard in the delivery of emergency medical care, thereby subjecting them to
less exposure for tort judgments. The Company is subject to accident claims as a
result of the normal operation of its fleet of ambulances and fire vehicles.
There can be no assurance, however, that the coverage limits of the Company's
policies will be adequate or that such insurance will continue to be available
on commercially reasonable terms. A successful claim against the Company in
excess of its insurance coverage could have a material adverse effect on the
Company's business, financial condition, cash flows, and results of operations.
Claims against the Company, regardless of their merit or outcome, also may have
an adverse effect on the Company's reputation and business. The Company has
undertaken to minimize its exposure through an active risk management program.
EMPLOYEES
At March 31, 1998, the Company employed approximately 7,000 full-time and
4,000 part-time employees, including approximately 8,000 involved in ambulance
services, 600 in fire protection services, 550 in integrated ambulance and fire
protection services, and 1,850 in management, administrative, clerical, and
billing activities. Of these employees, 2,900 are paramedics and 4,300 are EMTs.
The Company is a party to collective bargaining agreements relating to its
Rochester, New York operations and to certain of its ambulance services
employees in Arizona. The Company considers its relations with employees to be
good.
FACILITIES AND EQUIPMENT
The Company leases its principal executive offices in Scottsdale, Arizona.
The Company leases administrative facilities and other facilities used
principally for ambulance and fire apparatus basing, garaging and maintenance in
those areas in which it provides ambulance and fire protection services. The
Company also owns seven administrative facilities and 12 other facilities within
its service areas. Aggregate rental expense was approximately $5.3 million and
$6.6 million during fiscal 1996 and 1997, respectively. At March 31, 1998, the
Company's fleet included 1,477 owned and 344 leased ambulances, 114 owned and 26
leased fire vehicles and 247 owned and 20 leased other vehicles. The Company
uses a combination of in-house and outsourced maintenance services to maintain
its fleet, depending on the size of the market and the availability of quality
outside maintenance services.
LEGAL PROCEEDINGS
The Company from time to time is subject to litigation arising in the
ordinary course of business. There can be no assurance that the Company's
insurance coverage will be adequate to cover all liabilities occurring out of
such claims. In the opinion of management, the Company is not engaged in any
legal proceedings expected to have a material adverse effect on the Company's
business, financial condition, cash flows, or results of operations of the
Company.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning each of the directors
and executive officers of the Company.
NAME AGE POSITION
---- --- --------
Warren S. Rustand............ 55 Chairman of the Board, Chief Executive Officer, President,
and Director(1)(2)(3)
Cor J. Clement............... 50 Vice Chairman of the Board and Director(5)
James H. Bolin............... 46 Vice Chairman of the Board and Director(3)
Robert T. Edwards............ 58 Executive Vice President and Director(3)
Jack E. Brucker.............. 46 Senior Vice President and Chief Operating Officer
William R. Crowell........... 38 Senior Vice President -- Finance & Acquisitions
William F. Gillis............ 49 Senior Vice President -- Enterprise Services & Chief
Information Officer
Mark E. Liebner.............. 45 Senior Vice President -- Chief Financial Officer &
Treasurer
Robert E. Ramsey, Jr......... 52 Senior Vice President and Director
Dean P. Hoffman.............. 38 Vice President -- Financial Services
Louis G. Jekel............... 56 Secretary and Director
Mary Anne Carpenter.......... 52 Director
William C. Turner............ 68 Director(1)(2)(3)(4)(5)
Henry G. Walker.............. 51 Director(1)(4)(5)
Louis A. Witzeman............ 73 Director(2)(4)
- ---------------
(1) Member of the Human Resource/Compensation/Organization Committee.
(2) Member of the Nominating Committee.
(3) Member of the Executive Committee.
(4) Member of the Audit Committee.
(5) Member of the Senior Committee.
WARREN S. RUSTAND has served as Chief Executive Officer of the Company
since August 1996, President of the Company since January 1998, Chairman of the
Board of Directors since May 1994, and a member of the Board of Directors since
August 1993. Mr. Rustand has been Chairman and Chief Executive Officer of The
Cambridge Company, Ltd., a merchant banking and management consulting firm,
since 1987. He has served as Chairman of Health Partners of Arizona, a managed
care provider, since February 1996. Mr. Rustand is also Chairman of an
additional company and director of four companies, including LucasVarity PLC, a
New York Stock Exchange listed company. Mr. Rustand served as appointments
secretary to President Ford from 1974 to 1976, and as special assistant to Mr.
Ford while he was Vice President in 1973 and 1974.
COR J. CLEMENT has served as a member of the Board of Directors since May
1992, and as Vice Chairman of the Board of Directors since August 1994. Mr.
Clement served as the President and Chief Executive Officer of NVD, an
international provider of security and industrial fire protection services
headquartered in the Netherlands, from February 1980 until January 1997.
JAMES H. BOLIN has served as a member of the Board of Directors since
February 1981, and as Vice Chairman of the Board of Directors since January
1998. Mr. Bolin served as President of the Company from March 1995 until
December 1997. Mr. Bolin remains active as a consultant with the Company. Mr.
Bolin served as Senior Vice President -- Ambulance Services of the Company from
October 1991 until March 1995, Chief Financial Officer from October 1988 through
September 1991, Senior Vice President -- Finance from August 1986 through
September 1988, and Vice President -- Finance from April 1981 through July 1986.
Mr. Bolin is a certified public accountant.
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ROBERT T. EDWARDS has served as Executive Vice President of the Company
since October 1995 and a member of its Board of Directors since May 1993. He
served as Senior Vice President -- Fire Protection Services of the Company from
August 1991 until October 1995. He served as Vice President and General Manager
of the Company's Maricopa County operations from February 1989 to August 1991
and as Vice President from July 1986 until August 1991. From 1978 to July 1986,
Mr. Edwards served in various capacities with the Company.
JACK E. BRUCKER has served as Senior Vice President and Chief Operating
Officer of the Company since January 1998. Mr. Brucker founded and served as
President of Pacific Holdings, a strategic consulting firm, from July 1989 until
December 1997. Mr. Brucker served as President of Pacific Precision Metals, a
consumer products company, from September 1987 until June 1989. Mr. Brucker
served in various senior management positions with Fairchild Industries,
including Chief Financial Officer and Chief Operating Officer of the VSI
subsidiary, from January 1982 to September 1987.
WILLIAM R. CROWELL has served as Senior Vice President -- Finance and
Acquisitions of the Company since July, 1997 after having served as Vice
President -- Financial Services of the Company since January 1993. Mr. Crowell
served as Director of Financial Services from July 1992 through December 1992.
Mr. Crowell served as Vice President -- Finance of Peter Piper, Inc., an
international franchisor and food-service retailer, from January 1990 through
June 1992 and as Assistant Corporate Controller of W.A. Krueger Co., a publicly
held printing company, from April 1988 through December 1989. Mr. Crowell is a
certified public accountant.
WILLIAM F. GILLIS has served as Senior Vice President -- Enterprise
Services and Chief Information Officer since July 1997. Mr. Gillis served as
President of Motorola's INFO Enterprises subsidiary from July 1992 through July
1996. From July 1996 until July 1997, he served as Interim Chief Information
Officer for the American Graduate School of International Management
(Thunderbird), where he has served on the Board of Trustees since 1992.
Concurrently, he formed ParentCare Corporation, an information service for the
progeny of elder Americans.
MARK E. LIEBNER has served as Senior Vice President of the Company since
August 1994 and as Chief Financial Officer of the Company since October 1991.
From October 1991 to August 1994, Mr. Liebner served as Vice President of the
Company. From July 1988 until September 1991, he was a Vice President of Van
Kampen Merritt, having served in a consulting capacity to the Company in
connection with its 1990 debt restructurings. From March 1982 until June 1988,
Mr. Liebner served as Vice President of Lloyds International Corporation, a
merchant banking affiliate of Lloyds Bank PLC.
ROBERT E. RAMSEY, JR. has served as Senior Vice President of the Company
and as a member of its Board of Directors since June 1997. Mr. Ramsey is
President and Chief Executive Officer of SW General, Inc. and affiliated
companies, which he founded in 1982. He is currently President of the Arizona
Ambulance Association. SW General, Inc. and affiliated companies were purchased
by the Company in June 1997.
DEAN P. HOFFMAN has served as Vice President -- Financial Services since
July 1997 after having served as Director of Finance from June 1994 to June
1997. Mr. Hoffman served as Director of Accounting and Budgets of Pinnacle West
Capital Corporation, a public utility and real estate holding company from June
1987 until October 1992. From October 1992 until June 1994, he was a business
consultant in private practice. Mr. Hoffman is a certified public accountant.
LOUIS G. JEKEL has served as Secretary of the Company and as a member of
its Board of Directors since 1968. Mr. Jekel directs the Company's Wildland Fire
Protection Operations with the State of Arizona and the federal government. Mr.
Jekel is also the Secretary of the Rural/Metro ESOP Administrative Committee.
Mr. Jekel is a partner in the law firm of Jekel & Howard, Scottsdale, Arizona.
MARY ANNE CARPENTER has been a member of the Board of Directors of the
Company since January 1998. Since 1993, Ms. Carpenter has served as Executive
Vice President and Executive Committee member of HealthCare COMPARE Corp., a
publicly traded managed health care company. From 1991 until 1993, Ms. Carpenter
served as Senior Vice President, and from 1986 through 1991, as Vice President
of HealthCare
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COMPARE Corp. Ms. Carpenter is a board member of the American Association of
Health Plans and has served on panels for several other national health care
organizations.
WILLIAM C. TURNER has been a member of the Board of Directors of the
Company since November 1993. Mr. Turner is currently Chairman and Chief
Executive of Argyle Atlantic Corporation, an international merchant banking and
management consulting firm; Chairman of the Avon International Advisory Council
for Avon Products, Inc.; a director of the Goodyear Tire & Rubber Company; a
director of Microtest, Inc.; and a trustee and executive committee member of the
United States Council for International Business. Mr. Turner is also a former
United States Ambassador and permanent representative to the Organization for
Economic Cooperation and Development. Since returning to the United States from
his ambassador post in Paris, Mr. Turner has served on the boards of directors
and/or international advisory councils of ten large publicly held corporations.
HENRY G. WALKER has been a member of the Board of Directors of the Company
since September 1997. Since April 1997, he has served as President and Chief
Executive Officer of the Sisters of Providence Health System, comprised of
hospitals, long-term care facilities, physician practices, managed care plans,
and other health and social services. From 1996 to March 1997, Mr. Walker served
as President and Chief Executive Officer of Health Partners of Arizona, a
state-wide managed care company. From 1992 to 1996 he served as President and
Chief Executive Officer of TMCare, a healthcare delivery system. Mr. Walker is a
member of the National Advisory Council of The Healthcare Forum.
LOUIS A. WITZEMAN is the founder of the Company. Mr. Witzeman has served as
a member of the Board of Directors since the Company's formation in 1948,
currently serving as Chairman of the Board Emeritus. Mr. Witzeman served as
Chief Executive Officer of the Company until his retirement in 1980.
Directors hold office until their successors have been elected and
qualified. All officers serve at the pleasure of the Board of Directors. There
are no family relationships among any of the directors or officers of the
Company.
DESCRIPTION OF THE NEW CREDIT FACILITY
Contemporaneously with the closing of the Initial Offering, the Company
entered into an amendment to its prior revolving credit facility (the "New
Credit Facility") with First Union National Bank, as lender and agent. The
present and future domestic, direct and indirect, wholly owned Subsidiaries of
the Company will guarantee the indebtedness of the Company under the New Credit
Facility. The following is a summary of the material terms and conditions of the
New Credit Facility and various related documents entered into in connection
with the New Credit Facility.
General. The New Credit Facility consists of an unsecured five-year
revolving credit facility providing up to $200.0 million of availability with a
$10.0 million sublimit for the issuance of standby letters of credit. The New
Credit Facility is available in multiple drawings from time to time, subject to
certain conditions and limitations, and amounts borrowed and repaid may be
reborrowed until the fifth anniversary of the closing date (the "Revolving
Maturity Date"). Letters of credit may be issued with maturities of up to one
year, but shall not extend beyond the Revolving Maturity Date. Advances under
the New Credit Facility will be used to refinance certain indebtedness
outstanding under the Existing Credit Facility, to finance acquisitions, and to
finance the working capital and general corporate requirements of the Company
and its subsidiaries.
Interest Rates; Fees. Amounts outstanding under the New Credit Facility
will bear interest at a rate based upon the higher of (i) the prime rate or (ii)
the Federal Funds Rate plus 0.5% per annum ("Base Rate Loans"), or, at the
option of the Company, at LIBOR plus a specified margin ranging from 0.875% to
1.75% ("LIBOR Loans"). Interest on the amounts outstanding under the New Credit
Facility will be payable in arrears on the last day of each quarter for Base
Rate Loans and on the last day of each interest period in the case of LIBOR
Loans, calculated on an actual/365 day basis for Base Rate Loans and an
actual/360 day basis for LIBOR Loans.
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The Company will pay a commitment fee on the unused portion of the New
Credit Facility, which will be payable quarterly in arrears. The amount of the
commitment fee will range from 0.25% to 0.375%. The New Credit Facility will
also provide for payment of fees with respect to letters of credit issued
thereunder equal to the applicable margin on LIBOR Loans on a per annum basis,
plus a fronting fee of 0.125% per annum. The Company will also pay agency fees
and upfront fees as set forth in separate letter agreements.
Covenants. The Company and each of its existing and future subsidiaries
are subject to certain affirmative and negative covenants contained in the New
Credit Facility, including, without limitation, covenants that restrict, subject
to specified exceptions: (i) the incurrence of additional indebtedness and other
obligations and the granting of additional liens; (ii) mergers, acquisitions,
investments, and acquisitions and dispositions of assets; (iii) capital
expenditures; (iv) the incurrence of capitalized lease obligations; (v)
dividends; and (vi) other customary covenants. There are also covenants relating
to compliance with ERISA and environmental and other laws, payment of taxes,
maintenance of corporate existence and rights, maintenance of insurance, and
financial reporting. In addition, the New Credit Facility requires the Company
to maintain compliance with certain specified financial covenants, including
covenants relating to total debt leverage ratios, total debt to total
capitalization ratios, and fixed charge ratios.
Events of Default. The New Credit Facility includes customary events of
default, including, without limitation, defaults for nonpayment, covenant
non-compliance, breach of representations and warranties, default under other
debt in excess of $2.0 million, unpermitted warrants or writs of attachment or
execution in excess of $1.0 million, judgements in excess of $1.0 million, a
bankruptcy or insolvency, termination of contracts potentially resulting in a
material adverse effect to the Company, defaults under the guaranty, change of
control, and non-compliance with certain health care license and regulatory
matters. The occurrence of any of such events of default could result in
acceleration of the Company's obligations under the New Credit Facility, which
could have a material adverse effect on holders of the Exchange Notes.
DESCRIPTION OF THE EXCHANGE NOTES
The Outstanding Notes were, and the Exchange Notes will be, issued pursuant
to an Indenture dated as of March 16, 1998 (the "Indenture"), among the Company,
the Guarantors, and The First National Bank of Chicago, as trustee (the
"Trustee"). The terms of the Exchange Notes are identical in all material
respects to the Outstanding Notes, except that the Exchange Notes have been
registered under the Securities Act and, therefore, will not bear legends
restricting their transfer.
The terms of the Exchange Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), as in effect from time to time.
The Exchange Notes are subject to all such terms, and holders of the Exchange
Notes are referred to the Indenture and the Trust Indenture Act for a statement
of them. The following is a summary of certain terms and provisions of the
Indenture, the Registration Rights Agreement, and the Notes. This summary does
not purport to be a complete description of the Indenture, the Registration
Rights Agreement, or the Exchange Notes and is subject to the detailed
provisions of, and qualified in its entirety by reference to, the Indenture and
the Registration Rights Agreement (including the definitions contained therein).
For purposes of this section of the Prospectus, the term "the Company" means
Rural/Metro Corporation, a Delaware corporation. Definitions relating to certain
capitalized terms are set forth under "Certain Definitions" and throughout this
description. Capitalized terms that are used but not otherwise defined herein
have the meanings assigned to them in the Indenture and such definitions are
incorporated herein by reference.
GENERAL
The Exchange Notes will be general unsecured obligations of the Company
ranking senior in right of payment to all existing and future Subordinated
Indebtedness and pari passu in right of payment with all other Indebtedness and
liabilities (including trade payables) of the Company. The Exchange Notes will
be effectively subordinated to all present or future secured Indebtedness of the
Company to the extent of the value of the collateral securing such Indebtedness.
As of December 31, 1997, on a pro forma basis after giving
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effect to the issuance and sale of the Outstanding Notes and the use of the net
proceeds therefrom, the Company would have had $208.7 million secured and other
Indebtedness outstanding.
The Company is a holding company and has no material assets or operations
other than its investments in its subsidiaries. The Notes will be fully and
unconditionally guaranteed on a senior, unsecured, and joint and several basis
(the "Guarantees") by the Company's present and future domestic, direct and
indirect, Wholly Owned Subsidiaries other than Coronado Health Services, Inc.
(collectively, the "Guarantors"). The term "Subsidiaries" does not include
Unrestricted Subsidiaries and under certain circumstances the Company will be
permitted to designate certain of its Subsidiaries as Unrestricted Subsidiaries;
however, as of the date hereof the Company has no Unrestricted Subsidiaries. The
Guarantees will rank senior in right of payment to all existing and future
Subordinated Indebtedness of the Guarantors, will be effectively subordinated to
all secured Indebtedness of the Guarantors to the extent of the value of the
assets securing such Indebtedness, and will rank pari passu in right of payment
with all other Indebtedness and liabilities (including trade payables) of the
Guarantors. As of December 31, 1997, on a pro forma basis after giving effect to
the issuance and sale of the Outstanding Notes and the use of the net proceeds
therefrom, the Guarantors would have had $12.9 million principal amount of
secured Indebtedness and $1.3 million in other Indebtedness outstanding.
Any right of the Company or a Guarantor to receive assets of any of the
Company's subsidiaries that is not a Guarantor upon the latter's liquidation or
reorganization (and the consequent right of the holders of the Notes to
participate in those assets) will be effectively subordinated to the claims of
that subsidiary's creditors, except to the extent that the Company or a
Guarantor is itself recognized as a creditor of such subsidiary, in which case
the claims of the Company or such Guarantor would still be effectively
subordinated to any security interest in the assets of such subsidiary.
PRINCIPAL, MATURITY, AND INTEREST
The Exchange Notes will be limited in aggregate principal amount to $150.0
million and will mature on March 15, 2008. The Exchange Notes will bear interest
at a rate of 7 7/8% per annum from the date of original issuance until maturity.
Interest is payable semi-annually in arrears on March 15 and September 15 of
each year, commencing on September 15, 1998, to holders of record of the
Exchange Notes at the close of business on the immediately preceding March 1 and
September 1, respectively (whether or not a business day). Interest on the
Exchange Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance.
Interest will be computed on the basis of a 360-day year consisting of 12 30-day
months. The Exchange Notes will be issued in denominations of $1,000 and any
integral multiple of $1,000.
Principal of, premium, if any, interest and Liquidated Damages, if any, on
the Exchange Notes will be payable at the office or agency of the Company
maintained for such purpose within the City and State of New York or, at the
option of the Company, payment of interest may be made by check mailed to the
holders of the Exchange Notes at their respective addresses set forth in the
register of holders of Exchange Notes; provided that all payments with respect
to Exchange Notes, the holders of which have given wire transfer instructions to
the paying agent on or prior to the relevant record date will be required to be
made by wire transfer of immediately available funds to the accounts specified
by such holders. Until otherwise designated by the Company, the Company's office
or agency in New York will be the office of the Trustee maintained for such
purpose.
GUARANTEES
The Company's payment obligations under the Exchange Notes will be jointly
and severally and unconditionally guaranteed by the Guarantors. The obligations
of each Guarantor under its Guarantee will be limited so as not to constitute a
fraudulent conveyance under applicable law. Each Guarantor that makes a payment
or distribution under a Guarantee will be entitled to a contribution from each
other Guarantor in a pro rata amount based on the Adjusted Net Assets of each
Guarantor.
The Indenture provides that no Guarantor may consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person), another Person
whether or not affiliated with such Guarantor unless
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(i) subject to the provisions of the following paragraph, the Person formed by
or surviving any such consolidation or merger (if other than such Guarantor)
assumes all the obligations of such Guarantor, pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee in
respect of the Notes, the Indenture, and such Guarantor's Guarantee and (ii)
immediately after giving effect to such transaction, no Default or Event of
Default exists.
The Indenture provides that in the event of a sale or other disposition of
all or substantially all of the assets of any Guarantor to a third party or an
Unrestricted Subsidiary in a transaction that does not violate any of the
covenants in the Indenture (including the covenant described under the caption
"-- Repurchase at the Option of Holders -- Asset Sales"), by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the capital
stock of any Guarantor, or the designation of such Guarantor as an Unrestricted
Subsidiary in accordance with the Indenture, then (i) in the event of a sale or
other disposition, by way of such a merger, consolidation or otherwise, of all
of the capital stock of such Guarantor, or in the event of such designation,
such Guarantor will be released from and relieved of any obligations under its
Guarantee, or (ii) in the event of a sale or other disposition of all of the
assets of such Guarantor, the Person acquiring such assets will not be required
to assume the obligations of such Guarantor under its Guarantee.
Any Unrestricted Subsidiary that is a domestic, direct or indirect, Wholly
Owned Subsidiary that ceases to be an Unrestricted Subsidiary will be required
to execute a Guarantee in accordance with the terms of the Indenture. The
Indenture provides that if the New Credit Facility releases the guarantees of
such Indebtedness, and no Refinancing Indebtedness is guaranteed by the
Guarantors, upon the written request of the Company, the Guarantors shall be
released from their obligations under the Indenture.
OPTIONAL REDEMPTION
Except as set forth below, the Notes will not be redeemable at the option
of the Company prior to March 15, 2003. Thereafter, the Notes will be redeemable
at any time, and from time to time, at the option of the Company, in whole or in
part, at the following redemption prices (expressed as a percentage of principal
amount), together, in each case, with accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, if redeemed during the twelve-month
period beginning on March 15 of each year listed below:
YEAR PERCENTAGE
---- ----------
2003........................................................ 103.938%
2004........................................................ 102.625%
2005........................................................ 101.313%
2006 and thereafter......................................... 100.000%
Notwithstanding the foregoing, at any time prior to March 15, 2001 the
Company may redeem up to an aggregate of $52.0 million in principal amount of
Notes at a redemption price equal to 107.875% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
redemption date with the net cash proceeds of one or more Public Equity
Offerings; provided that at least $98.0 million in principal amount of Notes
remains outstanding immediately following each such redemption and that any such
redemption occurs within 90 days following the closing of any such Public Equity
Offering.
In the event of redemption of fewer than all of the Notes, the Trustee
shall select pro rata, by lot or in such other manner as it shall deem fair and
equitable, the Notes to be redeemed. No Notes of $1,000 or less shall be
redeemed in part. Subject to the limitations described herein, the Notes will be
redeemable in whole or in part upon not less than 30 nor more than 60 days'
prior written notice, mailed by first class mail to a holder's last address as
it shall appear on the register maintained by the Registrar of the Notes.
Notices of redemption may not be conditional. If any Note is to be redeemed in
part only, the notice of redemption that relates to such Note shall state the
portion of the principal amount thereof to be redeemed. A new Note, in a
principal amount equal to the unredeemed portion thereof will be issued in the
name of the holder thereof upon cancellation of the original Note. After any
redemption date, unless the Company shall default in the
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payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption.
MANDATORY REDEMPTION
Except as set forth under "-- Repurchase at the Option of Holders," the
Company is not obligated to make any mandatory redemption of or sinking fund
payments with respect to the Notes.
REPURCHASE AT THE OPTION OF HOLDERS
Change of Control Offer
Within 30 days of the occurrence of a Change of Control, the Company shall
notify the Trustee in writing of such occurrence and shall make an offer to
purchase (the "Change of Control Offer") all or any portion (equal to $1,000 or
an integral multiple of $1,000) of the outstanding Notes at a cash purchase
price equal to (x) 101%, in the case of a Change of Control which was approved
by the Board of Directors of the Company (as evidenced by a resolution of such
Board), or (y) 105%, in the case of a Change of Control which was not approved
by the Board of Directors of the Company, of the principal amount of the
outstanding Notes plus any accrued and unpaid interest and Liquidated Damages,
if any, thereon to the Change of Control Payment Date (as hereinafter defined)
(such applicable purchase price being hereinafter referred to as the "Change of
Control Purchase Price") in accordance with the procedures set forth in this
covenant.
Within 30 days of the occurrence of a Change of Control, the Company also
shall (i) cause a notice of the Change of Control Offer to be sent at least once
to the Dow Jones News Service or similar business news service in the United
States and (ii) send by first-class mail, postage prepaid, to the Trustee and to
each holder of the Notes, at the address appearing in the register maintained by
the Registrar of the Notes, a notice describing the transactions constituting a
Change of Control and stating:
(1) that the Change of Control Offer is being made pursuant to this
covenant and that all Notes tendered will be accepted for payment, subject
to the terms and conditions set forth herein;
(2) the Change of Control Purchase Price and the purchase date (which
shall be a business day no earlier than 20 business days and no later than
60 days from the date such notice is mailed (the "Change of Control Payment
Date"));
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of
Control Purchase Price, any Notes accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest after the Change of
Control Payment Date;
(5) that holders accepting the offer to have their Notes purchased
pursuant to a Change of Control Offer will be required to surrender the
Notes to the Paying Agent at the address specified in the notice prior to
the close of business on the Business Day preceding the Change of Control
Payment Date;
(6) that holders will be entitled to withdraw their acceptance if the
Paying Agent receives, not later than the close of business on the fifth
Business Day preceding the Change of Control Payment Date, a telegram,
telex, facsimile transmission, or letter setting forth the name of the
holder, the principal amount of the Notes delivered for purchase, and a
statement that such holder is withdrawing its election to have such Notes
purchased;
(7) that holders whose Notes are being purchased only in part will be
issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered; provided that each Note purchased and each such new
Note issued shall be in an original principal amount in denominations of
$1,000 and integral multiples thereof;
(8) any other reasonable procedures that a holder must follow to
accept a Change of Control Offer or effect withdrawal of such acceptance;
and
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(9) the name and address of the Paying Agent.
On the Change of Control Payment Date, the Company shall, to the extent
lawful, (i) accept for payment all Notes or portions thereof or beneficial
interests under a Global Note tendered pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent money sufficient to pay the purchase price of
all Notes or portions thereof or beneficial interests so tendered, and (iii)
deliver or cause to be delivered to the Trustee Notes so accepted together with
an Officers' Certificate stating the Notes or portions thereof tendered to the
Company. The Paying Agent shall promptly (1) mail to each holder of Notes so
accepted and (2) cause to be credited to the respective accounts of the holders
under a Global Note of beneficial interests so accepted payment in an amount
equal to the Change of Control Purchase Price for such Notes, and the Company
shall execute and issue, and the Trustee shall promptly authenticate and mail to
such holder, a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered and shall issue a new Global Note equal in principal
amount to any unpurchased portion of beneficial interest so surrendered or shall
reflect on such Global Note or a schedule thereto such change in beneficial
interest; provided, however, that each such new Note shall be issued in an
original principal amount in denominations of $1,000 and integral multiples
thereof.
The Change of Control provisions described above will be applicable whether
or not any other provisions of the Indenture are applicable. Except as described
above with respect to a Change of Control, the Indenture does not contain
provisions that permit the holders of the Notes to require that the Company
repurchase or redeem the Notes in the event of a takeover, recapitalization, or
similar transaction.
The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.
The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance, or other disposition of "all or substantially all"
of the assets of the Company and its Subsidiaries taken as a whole. Although
there is a developing body of case law interpreting the phrase "substantially
all," there is no precise established definition of the phrase under applicable
law. Accordingly, the ability of a holder of Notes to require the Company to
repurchase such Notes as a result of a sale, lease, transfer, conveyance, or
other disposition of less than all of the assets of the Company and its
Subsidiaries taken as a whole to another Person or group may be uncertain.
Asset Sales
The Company will not, and will not permit any of its Subsidiaries to,
consummate an Asset Sale unless (i) the Company or such Subsidiary, as the case
may be, receives consideration at the time of such sale or other disposition at
least equal to the fair market value thereof (as reasonably determined for Asset
Sales in excess of $1.0 million in good faith by its Board of Directors, as
evidenced by a Board resolution); (ii) not less than 75% of the consideration
received by the Company or the Subsidiary, as the case may be, from such Asset
Sale is in the form of cash or Temporary Cash Investments; provided that the
amount of (a) any liabilities (as shown on the Company's or a Subsidiary's most
recent balance sheet) of the Company or a Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated to the Notes or
any Guarantee thereof) that are assumed by the transferee of any such assets or
an Affiliate thereof pursuant to a customary novation agreement that releases
the Company or such Subsidiary from further liability and (b) any securities,
notes, or other obligations received by the Company or a Subsidiary from such
transferee or an Affiliate thereof that are converted by the Company or a
Subsidiary into cash prior to the Reinvestment Date shall be deemed (to the
extent of the cash received) to be cash for purposes of this provision; and
(iii) the Asset Sale Proceeds received by the Company or such Subsidiary are
applied, to the extent the Company or such Subsidiary elects, (A) to repay and
permanently reduce outstanding Senior Indebtedness under the New Credit
Facility, other secured Senior Indebtedness, or any other Senior Indebtedness
that has a maturity date earlier than the maturity of the Notes and to
permanently reduce the commitments in respect thereof; provided, however, that
such repayment and commitment reduction occurs prior to the Reinvestment Date or
(B) to make any Permitted Investment of the type described in clause (ii)(C) of
the definition of
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Permitted Investment (to the extent otherwise permitted by the Indenture),
acquire a controlling interest in another business, make capital expenditures,
or acquire other long-term assets; provided, however, that such investment
occurs or the Company or a Subsidiary enters into contractual commitments to
make such investment, subject only to customary conditions (other than the
obtaining of financing), on or prior to the 270th day following receipt of such
Asset Sale Proceeds (the "Reinvestment Date") (and notifies the Trustee of the
same in writing) and Asset Sale Proceeds contractually committed are so applied
within 360 days following the receipt of such Asset Sale Proceeds or (C) as
Excess Proceeds as set forth below. Pending the final application of any such
Asset Sale Proceeds, the Company or such Subsidiary may temporarily reduce
Senior Indebtedness or otherwise invest such Asset Sale Proceeds in any manner
that is not prohibited by the Indenture. Any Asset Sale Proceeds that are not
applied as permitted by clause (iii)(A) or (iii)(B) of the second preceding
sentence shall constitute "Excess Proceeds." If at any time from and after the
Issue Date the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company shall offer (an "Excess Proceeds Offer") to purchase from all holders of
Notes, pursuant to procedures set forth in the Indenture and if the Company is
required to do so under the terms of any other Senior Indebtedness, to purchase
from the holders of such other Senior Indebtedness the maximum principal amount
of Notes and principal of such other Senior Indebtedness that may be purchased
with such Excess Proceeds at a purchase price in cash equal to 100% of the
principal amount thereof plus accrued interest, and Liquidated Damages, if any,
to the date of the purchase. To the extent that the purchase price of Notes and
the purchase price of such other Senior Indebtedness tendered pursuant to such
Excess Proceeds Offer is less than the amount of Excess Proceeds, the Company
may use such portion of the Excess Proceeds that is not used to purchase Notes
or such other Senior Indebtedness so tendered for general corporate purposes not
inconsistent with the Notes or the Indenture. If the aggregate purchase price of
Notes and the purchase price of such other Senior Indebtedness tendered pursuant
to such Excess Proceeds Offer is more than the amount of the Excess Proceeds,
the Notes and principal of such other Senior Indebtedness tendered will be
repurchased on a basis pro rata to the amount tendered or by such other method
as the Trustee shall deem fair and appropriate. Upon the completion of any
Excess Proceeds Offer and the closing of any repurchase of Notes and principal
of such other Senior Indebtedness tendered pursuant to such Excess Proceeds
Offer, the amount of Excess Proceeds shall be deemed to be zero.
If the Company is required to make an Excess Proceeds Offer, the Company
shall mail, within 30 days following the Reinvestment Date, a notice to the
holders of the Notes describing the transactions giving rise to the Excess
Proceeds Offer and stating, among other things: (1) that such holders have the
right to require the Company to apply the Excess Proceeds to repurchase such
Notes at a purchase price in cash equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase; (2) the purchase date, which shall be no earlier than 30 days and not
later than 60 days from the date such notice is mailed; (3) the instructions,
reasonably determined by the Company, that each holder of Notes must follow in
order to have such Notes repurchased; and (4) the calculations used in
determining the amount of Excess Proceeds to be applied to the repurchase of
such Notes.
The Company or any of its Subsidiaries may engage in transactions in which
assets are transferred in exchange for one or more like-kind assets; provided
that if the fair market value of the assets to be transferred by the Company or
such Subsidiary, plus the fair market value of any other consideration paid or
credited by the Company or such Subsidiary exceeds $1.0 million, such
transaction shall require approval of the Board of Directors of the Company;
provided that no such transaction shall be permitted if the Consolidated Fixed
Charge Coverage Ratio of the Company would be reduced after giving effect to
such transaction. In addition, each such transaction shall be valued at an
amount equal to all consideration received by the Company or such Subsidiary in
such transaction, other than the like-kind assets received pursuant to such
exchange ("Other Consideration"), for purposes of determining whether an Asset
Sale has occurred. If the Other Consideration is of an amount and character such
that such transaction constitutes an Asset Sale, then the first paragraph of
this "Asset Sales" covenant shall be applicable to any Asset Sale Proceeds of
such Other Consideration.
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General
The Indenture requires that if any Indebtedness under the New Credit
Facility is outstanding at the time of the occurrence of a Change of Control or
at the time the Company is required to make an Excess Proceeds Offer, and the
New Credit Facility shall prohibit the Company from fully complying with its
obligations to make and consummate a Change in Control Offer or an Excess
Proceeds Offer, prior to the mailing of the notice to holders described in the
preceding paragraphs, but in any event within 30 days following any Change of
Control or Reinvestment Date, the Company shall (i) repay in full all
obligations and terminate all commitments under the New Credit Facility or offer
to repay in full all obligations and terminate all commitments under the New
Credit Facility or (ii) obtain the requisite consent under the New Credit
Facility to permit the making of, and the repurchase of the Notes pursuant to,
the Change of Control Offer or the Excess Proceeds Offer. The time by which the
Company is requested to commence and consummate a Change of Control Offer or an
Excess Proceeds Offer shall be deferred until the Company has taken the actions
required by this paragraph. The Company's failure to comply with the covenant
described in the first sentence of this paragraph constitutes an Event of
Default. As a result of the foregoing, a holder of the Notes may not be able to
compel the Company to purchase the Notes unless the Company is able at the time
to refinance the Indebtedness under the New Credit Facility or obtain requisite
consents thereunder.
The Indenture provides that, (A) if the Company or any Guarantor has issued
any outstanding (i) Subordinated Indebtedness or (ii) Preferred Equity
Interests, and the Company is required to make a Change of Control Offer or the
Company or such Guarantor is required to make an Excess Proceeds Offer or to
make a distribution with respect to such Subordinated Indebtedness or Preferred
Equity Interests in the event of a change of control or sale of assets, the
Company and such Guarantor shall not consummate any such offer or distribution
with respect to such Subordinated Indebtedness or Preferred Equity Interests
until such time as the Company shall have paid the Change of Control Purchase
Price in full to the holders of Notes that have accepted the Company's Change of
Control Offer and shall otherwise have consummated the Change of Control Offer
made to holders of the Notes, or until such time as the Company has paid the
Excess Proceeds to holders of the Notes that have accepted the Excess Proceeds
Offer and shall otherwise have consummated the Excess Proceeds Offer, as the
case may be, and (B) neither the Company nor any Guarantor will issue
Subordinated Indebtedness or Preferred Equity Interests with change of control
provisions or asset sales provisions requiring the payment of such Subordinated
Indebtedness or Preferred Equity Interests prior to the payment in full to the
holders of Notes that have accepted the Company's Change of Control Offer
following a Change in Control Offer or payment of the Excess Proceeds to holders
of Notes that have accepted the Excess Proceeds Offer, as the case may be.
The Company will comply with any applicable requirements of Rule 14e-1 as
then in effect with respect to any Change in Control Offer or Excess Proceeds
Offer and the purchase of any Notes thereunder. The Company's ability to
purchase the Notes will be limited by the Company's then available financial
resources and, if such financial resources are insufficient, its ability to
arrange financing to effect such purchases. There can be no assurance that the
Company will have sufficient funds to repurchase the Notes upon a Change of
Control or Asset Sale or that the Company will be able to arrange financing for
such purpose.
CERTAIN COVENANTS
The Indenture contains, among others, the following covenants:
Limitation on Restricted Payments
The Company and the Guarantors will not, and will not permit any of their
Subsidiaries to, directly or indirectly, make, any Restricted Payment unless:
(a) no Default or Event of Default shall have occurred and be
continuing at the time of or immediately after giving effect to such
Restricted Payment;
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(b) immediately after giving pro forma effect to such Restricted
Payment, the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under the covenant set forth under "Limitation
on Additional Indebtedness"; and
(c) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments declared or made after the Issue Date
through and including the date of such Restricted Payment (the "Base
Period") does not exceed the sum of (1) 50% of the Company's Consolidated
Net Income (or in the event such Consolidated Net Income shall be a
deficit, minus 100% of such deficit) from the Issue Date to the end of the
Company's most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment, without
duplication of any amounts included pursuant to clause (3) below, (2) 100%
of the aggregate net cash proceeds received by the Company from the issue
or sale, during the Base Period, of Equity Interests (other than
Disqualified Equity Interests or Equity Interests of the Company issued to
any Subsidiary of the Company) of the Company or any Indebtedness or other
securities of the Company convertible into or exercisable or exchangeable
for Equity Interests (other than Disqualified Equity Interests) of the
Company which have been so converted or exercised or exchanged, as the case
may be, (3) an amount equal to the net cash proceeds received by the
Company or any Subsidiary from Investments (other than Permitted
Investments) made from and after the Issue Date in any Person resulting
from payments of interest on Indebtedness, dividends, repayments of loans
or advances, or from the net cash proceeds from the sale of any such
Investment (except, in each case, to the extent any such proceeds are
included in the calculation of Consolidated Net Income), not to exceed, in
each case, the amount of such Investments previously made by the Company or
any Subsidiary in such Person or Subsidiary, (4) in the event an
Unrestricted Subsidiary is redesignated as a Subsidiary, an amount equal to
the lesser of (i) the net book value of Investments made in such
Unrestricted Subsidiary at the time of such designation, (ii) the fair
market value of Investments made in such Unrestricted Subsidiary at the
time of such designation and (iii) the original fair market value of
Investments made in such Unrestricted Subsidiary at the time they were
made, and (5) $10.0 million.
The provisions of this covenant shall not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at the date of
declaration such payment would have complied with the provisions of the
Indenture, (ii) the purchase, redemption, or other acquisition or retirement of
any Equity Interests or the making of any principal payment on, or the purchase,
defeasance, repurchase, redemption, or other acquisition or retirement of
Subordinated Indebtedness by conversion into, or by or in exchange for, Equity
Interests (other than Disqualified Equity Interests), or out of, the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary of the
Company) of other Equity Interests of the Company (other than Disqualified
Equity Interests), (iii) the making of any principal payment on, or the
purchase, defeasance, repurchase, redemption, or other acquisition or retirement
of Subordinated Indebtedness in exchange for, by conversion into, or out of the
net cash proceeds of, a substantially concurrent sale or incurrence of
Indebtedness (including Disqualified Equity Interests) (other than any
Indebtedness owed to a Subsidiary) of the Company or a Subsidiary that (1) is
contractually subordinated in right of payment to the Notes to at least the same
extent as, and (2) has a final maturity date later than the final maturity date
of, and has a weighted average life to maturity at least equal to the weighted
average life to maturity of, the Subordinated Indebtedness being paid,
purchased, defeased, repurchased, redeemed, or otherwise acquired or retired,
(iv) the purchase, redemption, or other acquisition or retirement of any
Disqualified Equity Interests by conversion into, or by exchange for, shares of
Disqualified Equity Interests or out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of
other Disqualified Equity Interests, in each case with a final maturity date
later than the final maturity date of, and with a weighted average life to
maturity (in each case including any security into which such Disqualified
Equity Interest is convertible or for which it is exchangeable at the option of
the holder) at least equal to the weighted average life to maturity of, the
Disqualified Equity Interest being purchased, redeemed, or otherwise acquired or
retired, and (v) the purchase, redemption, or other acquisition or retirement
for value of any Equity Interests held by any current or past member of the
Company's (or any of its Subsidiary's) management or board of directors (or the
estate, heirs or legatees of any such individual) pursuant to any management
equity subscription agreement, stock option agreement, or other similar
agreement not to exceed $500,000 in any
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12 month period; provided, however, that in the case of the immediately
preceding clauses (ii), (iii), (iv) and (v), no Default or Event of Default
shall have occurred and be continuing at the time of such Restricted Payment or
would occur as a result thereof.
The Indenture provides that in determining the aggregate amount of
Restricted Payments made subsequent to the Issue Date for purposes of clause (c)
above, amounts expended pursuant to clauses (i), (ii), and (v) of the
immediately preceding paragraph shall be included, but without duplication, in
such calculation, and amounts expended pursuant to clauses (iii) and (iv)
thereof shall be excluded.
The Indenture provides that for purposes of calculating the net cash
proceeds received by the Company from the issuance or sale of its Equity
Interests either upon the conversion of, or exchange for, Indebtedness of the
Company or any Subsidiary, such amount will be deemed to be an amount equal to
the difference of (a) the sum of (i) the principal amount or accreted value
(whichever is less) of such Indebtedness on the date of such conversion or
exchange and (ii) the additional cash consideration, if any, received by the
Company upon such conversion or exchange, less any payment on account of
fractional shares, minus (b) all expenses incurred in connection with such
issuance or sale. In addition, for purposes of calculating the net cash proceeds
received by the Company from the issuance or sale of its Equity Interests upon
the exercise of any options or warrants of the Company, such amount will be
deemed to be an amount equal to the difference of (a) the additional cash
consideration, if any, received by the Company upon such exercise, minus (b) all
expenses incurred in connection with such issuance or sale.
Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this covenant were computed, which calculations may be based upon
the Company's latest available financial statements, and, where required, that
no Default or Event of Default exists and is continuing and no Default or Event
of Default will occur immediately after giving effect to such Restricted
Payment.
Limitation on Subsidiaries and Unrestricted Subsidiaries
The Indenture provides that the Company may by written notice to the
Trustee designate any Subsidiary (including a newly acquired or a newly formed
Subsidiary) to be an Unrestricted Subsidiary; provided, however, that (i) no
Default or Event of Default shall have occurred and be continuing or would arise
therefrom and (ii) such designation is at that time permitted under the covenant
described under "Limitation on Restricted Payments." For purposes of the
covenant described under "Limitation on Restricted Payments" above, (1) an
"Investment" shall be deemed to have been made at the time any Subsidiary is
designated as an Unrestricted Subsidiary in an amount (proportionate to the
Company's percentage Common Equity Interest in such Subsidiary) equal to the
greatest of (a) the net book value of Investments made in such Unrestricted
Subsidiaries at the time of such designation, (b) the fair market value of
Investments made in such Unrestricted Subsidiaries at the time of such
designation, and (c) the original fair market value of Investments made in such
Unrestricted Subsidiaries at the time they were made; and (2) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer.
The Indenture provides that notwithstanding the foregoing, the Board of
Directors of the Company may not designate a Subsidiary of the Company to be an
Unrestricted Subsidiary unless such Subsidiary: (a) has no Indebtedness other
than Non-Recourse Debt; (b) is not party to any agreement, contract,
arrangement, or understanding with the Company or any Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement, or understanding
are no less favorable to the Company or such Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company; (c) is
a Person with respect to which neither the Company nor any of its Subsidiaries
has any direct or indirect obligation (1) to subscribe for additional Equity
Interests or (2) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results; (d) does
not guarantee or otherwise directly or indirectly provide credit support for any
Indebtedness of the Company or any of its Subsidiaries; and (e) has at least one
director on its board of directors that is not a director or executive officer
of the
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Company or any of its Subsidiaries and has at least one executive officer that
is not a director or executive officer of the Company or any of its
Subsidiaries.
If, at any time, any Unrestricted Subsidiary would fail to meet the
definition of an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of
such Person shall be deemed to be incurred by a Subsidiary of the Company as of
such date (and, if such Indebtedness is not permitted to be incurred as of such
date under the covenant described under the caption "-- Limitation on Additional
Indebtedness," the Company shall be in default of such covenant).
Limitation on Additional Indebtedness
The Indenture provides that the Company and the Guarantors will not, and
will not permit any of their Subsidiaries to, directly or indirectly, incur (as
defined) any Indebtedness (including Acquired Indebtedness) other than Permitted
Indebtedness; provided, however, that the Company and the Guarantors may incur
Indebtedness (including Acquired Indebtedness) if (a) after giving effect on a
pro forma basis to the incurrence of such Indebtedness and to the extent set
forth in the definition of Consolidated Fixed Charge Coverage Ratio the receipt
and application of the proceeds thereof, the Company's Consolidated Fixed Charge
Coverage Ratio would be greater than (i) 2.25 if such Indebtedness is to be
incurred on or before March 31, 2000; and (ii) 2.50 if such Indebtedness is to
be incurred after March 31, 2000; and (b) no Default or Event of Default shall
have occurred and be continuing at the time or as a consequence of the
incurrence of such Indebtedness. Notwithstanding any other provision of this
covenant, a guarantee of Indebtedness will not constitute a separate incurrence
of Indebtedness, if the Indebtedness being guaranteed was incurred in compliance
with the terms of the Indenture.
For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in the definition thereof or is
otherwise entitled to be incurred pursuant to the first paragraph of this
covenant, the Company shall, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this covenant and such item of
Indebtedness will be treated as having been incurred as so classified.
Limitation on Issuances of Guarantees by Subsidiaries Which Are Not
Guarantors
The Company will not permit any Subsidiary which is not a Guarantor,
directly or indirectly, to guarantee any Indebtedness of the Company or any
Guarantor (collectively, "Subsidiary Indebtedness"), unless (i) such Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee of payment of the Notes by such Subsidiary and (ii)
such Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity, subrogation, or
any other rights against the Company or any other Subsidiary as a result of any
payment by such Subsidiary under its Guarantee.
Notwithstanding the foregoing, any such guarantee by a non-Wholly Owned
Subsidiary shall provide by its terms that it shall be automatically and
unconditionally released and discharged upon any sale, exchange, or transfer, to
any Person which is not an Affiliate of the Company of all of the Company's and
each Subsidiary's Common Equity Interest in, or substantially all the assets of,
such Subsidiary (which sale, exchange, or transfer is not prohibited by the
Indenture). The release or discharge of the Indebtedness or the guarantee which
resulted in the creation of such Guarantee by a non-Wholly Owned Subsidiary will
not release or discharge such Guarantee.
Limitation on Liens
The Company will not, and will not permit any of its Subsidiaries to,
create, assume, incur, or otherwise cause or suffer to exist or become effective
any Liens of any kind (other than Permitted Liens) upon any property or asset of
the Company or any Subsidiary of the Company whether owned on the Issue Date, or
acquired after the Issue Date or on any shares of stock or debt of any
Subsidiary, now owned or hereafter acquired, or on any income or profits
therefrom, or assign or otherwise convey any right to receive income or profits
thereon unless (i) if such Lien secures Senior Indebtedness, the Notes or such
Guarantee are secured
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on an equal and ratable basis with the obligation so secured until such time as
such obligation is no longer secured by a Lien or (ii) if such Lien secures
Subordinated Indebtedness, such Lien shall be subordinated to a Lien granted to
the Holders on the same collateral as that securing such Lien to the same extent
as such Subordinated Indebtedness is subordinated to the Notes or such
Guarantee.
Limitation on Transactions with Affiliates
The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, enter into or suffer to exist any transaction or series
of related transactions (including, without limitation, the sale, purchase,
exchange, or lease of assets, property, or services) with any Affiliate of the
Company (including entities in which the Company or any Subsidiary thereof owns
a minority interest) (each such transaction, an "Affiliate Transaction") or
extend, renew, waive, or otherwise modify the terms of any Affiliate Transaction
entered into prior to the Issue Date unless (i) such Affiliate Transaction is
solely between or among the Company and its Wholly Owned Subsidiaries; (ii) such
Affiliate Transaction is solely between or among Wholly Owned Subsidiaries of
the Company; or (iii) the terms of such Affiliate Transaction are fair and
reasonable to the Company or such Subsidiary, as the case may be, and the terms
of such Affiliate Transaction are at least as favorable as the terms which could
be obtained by the Company or such Subsidiary, as the case may be, in a
comparable transaction made on an arm's-length basis between unaffiliated
parties. In any Affiliate Transaction involving an amount or having a value in
excess of $1.0 million in any one year which is not permitted under clause (i)
or (ii) above, the Company or such Subsidiary, as the case may be, must obtain a
resolution of its Board of Directors certifying that such Affiliate Transaction
complies with clause (iii) above. In transactions with a value in excess of
$10.0 million which are not permitted under clause (i) or (ii) above, the
Company or such Subsidiary, as the case may be, must obtain a written opinion as
to the fairness of such a transaction, from a financial point of view, from an
Independent Financial Advisor.
The foregoing provisions will not apply to (i) any transaction with any
current or former officer, director, or employee of the Company or any of its
Subsidiaries (in his or her capacity as such) (or the estate, heirs, or legatees
of any such individual) related to employment agreements, indemnification
agreements, and compensation and employee benefit plans entered into in the
ordinary course of business and consistent with past practices, and (ii)
Restricted Payments to the extent not prohibited by the covenant described under
"-- Limitation on Restricted Payments" and other transactions specifically
excluded from the definition of "Restricted Payments" by reason of exceptions
set forth in such definition.
Limitation on Issuances and Sales of Equity Interests of Subsidiaries
The Indenture provides that the Company (i) will not, and will not permit
any Subsidiary to, transfer, convey, sell, lease, or otherwise dispose of any
Equity Interests of any Subsidiary to any Person other than the Company or a
Wholly Owned Subsidiary (except directors' qualifying shares or shares required
to be held by foreign nationals, in each case to the extent mandated by
applicable law), unless (a) such transfer, conveyance, sale, lease, or other
disposition is of all the Equity Interests of such Subsidiary and (b) the net
cash proceeds from such transfer, conveyance, sale, lease, or other disposition
are applied in accordance with the "-- Asset Sales" covenant, and (ii) will not
permit any Subsidiary to issue any of its Equity Interests (except directors'
qualifying shares or shares required to be held by foreign nationals, in each
case to the extent mandated by applicable law) to any Person other than to the
Company or a Wholly Owned Subsidiary; provided, however, that the Company or any
Subsidiary may transfer, convey, sell, or issue Equity Interests of a Subsidiary
in connection with an Asset Acquisition as long as such Equity Interests (x) are
transferred, conveyed, sold, or issued to the Person or Persons which are
transferring, conveying, or selling the assets or stock to such Subsidiary, and
(y) the fair market value of the Equity Interests of such Subsidiary
transferred, conveyed, sold, or issued to such Person are not in excess of the
fair market value of the assets or stock acquired from such Person.
Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries
The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on
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the ability of any of its Subsidiaries to (a) pay dividends or make any other
distributions in cash or otherwise to the Company or any Subsidiary on its
Equity Interests, (b) pay any Indebtedness owed to the Company or loans or
advances to the Company or any Subsidiary thereof, (c) make loans or advances to
the Company or any Subsidiary thereof, (d) transfer any of its properties or
assets to the Company or any Subsidiary thereof (other than customary
restrictions on transfer of property subject to a Permitted Lien under the term
of the agreements creating such Permitted Lien (other than a Lien on cash not
constituting proceeds of non-cash property subject to a Permitted Lien) which
would not materially adversely affect the Company's ability to satisfy its
obligations under the Notes), or (e) guarantee the Notes, except, in each case,
for such encumbrances or restrictions existing under or contemplated by or by
reason of (i) the Notes or the Indenture, (ii) any restrictions existing under
or contemplated by agreements evidencing the New Credit Facility as in effect as
of the Issue Date, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements, or refinancings thereof;
provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements, or refinancings are no more restrictive
with respect to such dividend and other payment restrictions affecting
Subsidiaries than those contained in the New Credit Facility as in effect on the
Issue Date, (iii) any restrictions with respect to a Subsidiary of the Company
that was not a Subsidiary of the Company on the Issue Date, which are in
existence at the time such Person becomes a Subsidiary of the Company (but not
created in connection with or contemplation of such Person becoming a Subsidiary
of the Company and which encumbrance or restriction is not applicable to any
Person or the property or assets of any Person other than such Person or the
property or assets of such Person so acquired), (iv) any agreement that governs
Refinancing Indebtedness; provided, however, that the terms and conditions of
any such restrictions are not materially less favorable in the aggregate to the
holders of the Notes than those under or pursuant to the agreement evidencing
the Indebtedness being refinanced or replaced, (v) customary non-assignment
provisions in any contract or licensing agreement entered into by the Company or
any Subsidiary of the Company in the ordinary course of business or in any lease
governing any leasehold interest of the Company or a Subsidiary, (vi) purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (d) above on the property
so acquired, (vii) restrictions existing by reason of or under Indebtedness
existing on the Issue Date, (viii) any restrictions existing under any agreement
entered into with respect to the sale or disposition of all or substantially all
the Equity Interests or assets of a Subsidiary provided that the disposition or
sale is governed by the restrictions described under "Repurchase at the Option
of Holders," or (ix) restrictions contained in agreements governing other
Indebtedness permitted to be incurred in accordance with the Indenture; provided
that the restrictions are not materially more restrictive in the aggregate than
the restrictions contained in the Indenture.
Limitation on Sale and Lease-Back Transactions
The Company will not, and will not permit any of its Subsidiaries to, enter
into any Sale and Lease-Back Transaction unless (i) the consideration received
in such Sale and Lease-Back Transaction is at least equal to the fair market
value of the property sold, (ii) immediately prior to and after giving effect to
the Attributable Indebtedness in respect of such Sale and Lease-Back
Transaction, the Company could incur at least $1.00 of additional Indebtedness
(other than Permitted Indebtedness) in compliance with the covenant described
under "Limitation on Additional Indebtedness," and (iii) the net cash proceeds
received by the Company or its Subsidiaries from the Sale and Lease-Back
Transaction are applied in accordance with the provisions described above under
"Repurchase at the Option of Holders -- Asset Sales."
Payments for Consent
Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee, or otherwise, to any holder of any Notes for or as an inducement
to any consent, waiver, or amendment of any of the terms or provisions of the
Indenture or the Notes unless such consideration is offered to be paid or agreed
to be paid to all holders of the Notes which so consent, waive, or agree to
amend within any time period set forth in the solicitation documents relating to
such consent, waiver, or agreement.
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Additional Guarantees
The Indenture provides that if the Company shall acquire or create another
domestic, direct or indirect, Wholly Owned Subsidiary after the Issue Date, then
such newly acquired or created, Wholly Owned Subsidiary will be required to
execute a Guarantee in accordance with the terms of the Indenture.
Line of Business
The Company will not, and will not permit any of its Subsidiaries to,
engage as a material part of its business in any business other than the
business conducted by the Company and its Subsidiaries as of the Issue Date or
any other business determined by the Company's Board of Directors, in good
faith, to be reasonably related to the foregoing.
Limitation on Status as Investment Company
The Indenture prohibits the Company and its Subsidiaries from being
required to register as an "investment company" (as that term is defined in the
Investment Company Act of 1940, as amended) or from otherwise becoming subject
to regulation as an investment company.
MERGER, CONSOLIDATION, OR SALE OF ASSETS
The Company will not consolidate with, merge with or into, or sell, assign,
lease, convey, transfer, or otherwise dispose of (a "transfer") all or
substantially all of its assets (as an entirety or substantially as an entirety
in one transaction or a series of related transactions), to any Person unless:
(i) the Company shall be the continuing Person, or the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or to
which the properties and assets of the Company are transferred shall be a
corporation organized and existing under the laws of the United States or any
State thereof or the District of Columbia and shall expressly assume, by a
supplemental indenture, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all of the obligations of the Company
under the Notes and the Indenture, and the obligations under the Indenture shall
remain in full force and effect; (ii) immediately before and immediately after
giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing; and (iii) except in the case of a merger or
consolidation of the Company with or into a Wholly Owned Subsidiary of the
Company, the Company or the Person formed by or surviving any such consolidation
or merger (if other than the Company), or to which such sale, assignment,
transfer, lease, conveyance, or other disposition shall have been made (a)
immediately after giving effect to such transaction on a pro forma basis could
incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under the covenant set forth under "Limitation on Additional
Indebtedness" and (b) immediately thereafter shall have a Consolidated Net Worth
equal to or greater than the Consolidated Net Worth of the Company immediately
prior to such transaction.
In connection with any consolidation, merger, or transfer of assets
contemplated by this provision, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an opinion of counsel relating to issues
of law, each stating that such consolidation, merger, or transfer and the
supplemental indenture in respect thereto comply with this provision and that
all conditions precedent herein provided for relating to such transaction or
transactions have been complied with.
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default":
(i) default in payment of any principal of, or premium, if any, on the
Notes when such principal or premium becomes due and payable;
(ii) default for 30 days in the payment of any interest on or
Liquidated Damages, if any, with respect to the Notes after such interest
or Liquidated Damages becomes due and payable;
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(iii) the failure of the Company or its Subsidiaries to comply with
the limitations set forth in "-- Certain Covenants -- Limitation on
Restricted Payments," "Certain Covenants -- Limitation on Issuances of
Guarantees by Subsidiaries Which Are Not Guarantors," "-- Certain
Covenants -- Limitation on Additional Indebtedness," or "-- Merger,
Consolidation, or Sale of Assets" or to comply with any purchase or payment
obligations set forth in "-- Repurchase at the Option of Holders";
(iv) default by the Company or its Subsidiaries in the observance or
performance of any other provision in the Notes or the Indenture for 30
days after written notice from the Trustee or the holders of not less than
25% in aggregate principal amount of the Notes then outstanding;
(v) default under any agreement, mortgage, indenture, or instrument
under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Subsidiaries (or the payment of which is guaranteed by the Company or any
of its Subsidiaries), whether such Indebtedness or guarantee now exists or
is created after the Issue Date, which default (a) is caused by a failure
to pay principal of or premium, if any, or interest on such Indebtedness at
final maturity (a "Payment Default") or (b) results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the
principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $7.5
million or more;
(vi) any final judgment or judgments which can no longer be appealed
for the payment of money in excess of $7.5 million (which are not paid or
covered by third party insurance by financially sound insurers that have
not disclaimed or threatened to disclaim coverage) shall be rendered
against the Company or any Subsidiary thereof, and shall not be discharged
for any period of 60 consecutive days during which a stay of enforcement
shall not be in effect;
(vii) any Guarantee of a Significant Subsidiary shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor that is a
Significant Subsidiary shall deny or disaffirm its obligations under its
Guarantee; and
(viii) certain events involving bankruptcy, insolvency, or
reorganization of the Company or any Subsidiary of the Company.
The Indenture provides that the Trustee may withhold notice to the holders
of the Notes of any default (except in payment of principal or premium, if any,
or interest on the Notes or that resulted from the failure of the Company to
comply with the provisions of "-- Repurchase at the Option of Holders") if the
Trustee considers it to be in the best interest of the holders of the Notes to
do so.
The Indenture provides that if an Event of Default (other than an Event of
Default resulting from certain events of bankruptcy, insolvency, or
reorganization) shall have occurred and be continuing, then the Trustee or the
holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may declare to be immediately due and payable the entire principal
amount of all the Notes then outstanding plus accrued interest and Liquidated
Damages to the date of acceleration, provided, however, that after such
acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the holders of a majority in aggregate principal amount
of outstanding Notes may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than nonpayment of accelerated
principal, premium, interest, and Liquidated Damages, have been cured or waived
as provided in the Indenture. In case an Event of Default resulting from certain
events of bankruptcy, insolvency, or reorganization shall occur, the principal,
premium, and interest amount with respect to all of the Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or the holders of the Notes.
The holders of a majority in principal amount of the Notes then outstanding
shall have the right to waive any existing default, except for any default in
the payment of principal of, interest on or Liquidated Damages with respect to
any Note which has not been cured, and the holders of a majority in principal
amount of the Notes shall have the right to waive compliance with other
provisions of the Indenture or the Notes and to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee,
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subject to certain limitations specified in the Indenture. In the event of a
declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of a Payment Default on or the
acceleration of any Indebtedness described in clause (v) in the first paragraph
above, the declaration of acceleration of the Notes shall be automatically
rescinded and annulled if such Payment Default is waived or cured or the holders
of such Indebtedness described in such clause (v) have rescinded the declaration
of acceleration in respect of such Indebtedness, as appropriate, within 30 days
from the date of such declaration and if (i) the rescission and annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (ii) all existing Events of Default, except
non-payment of principal, interest, or premium on the Notes that became due
solely because of the acceleration of the Notes, have been cured or waived.
No holder of any Note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such holder shall
have previously given to the Trustee written notice (if a continuing Event of
Default) and unless also the holders of at least 25% in aggregate principal
amount of the outstanding Notes shall have made written request and offered
reasonable indemnity to the Trustee to institute such proceeding as a trustee,
and unless the Trustee shall not have received from the holders of a majority in
aggregate principal amount of the outstanding Notes a direction inconsistent
with such request and shall have failed to institute such proceeding within 60
days. However, such limitations do not apply to a suit instituted on such Note
on or after the respective due dates expressed in such Note.
In the case of any Event of Default occurring solely by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
the optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes.
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, INCORPORATORS, AND
STOCKHOLDERS
As more fully set forth in the Indenture, no director, officer, employee,
incorporator, stockholder, partner, affiliate, or beneficiary, as such, past,
present, or future, of the Company or any Subsidiary or any successor,
corporation (other than the Company and its Subsidiaries in their capacity as
stockholders), as such, shall have any liability for any obligations of the
Company or such Subsidiary under the Notes, any Guarantee thereof, the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Commission that such
a waiver is against public policy.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that the Company may elect either (a) to defease and
be discharged (and discharge the obligations of the Guarantors under the
Guarantees) from any and all obligations with respect to the Notes (except for
the obligations to register the transfer or exchange of such Notes, to replace
temporary or mutilated, destroyed, lost, or stolen Notes, to maintain an office
or agency in respect of the Notes and to hold monies for payment in trust) and
the Guarantees ("defeasance") or (b) to be released from its and its
Subsidiaries' obligations with respect to the Notes (including the Guarantors'
obligations under the Guarantees) under certain covenants contained in the
Indenture and described above under "Certain Covenants" ("covenant defeasance"),
upon the deposit with the Trustee (or other qualifying trustee), in trust for
such purpose, of money and/or U.S. Government Obligations which through the
payment of principal and interest in accordance with their terms will provide
money, in an amount sufficient to pay the principal of, premium, if any, and
interest on the Notes, on the scheduled due dates therefor or on a selected date
of redemption in accordance with the terms of the Indenture. Such a trust may
only be established if, among other things, the Company has delivered to the
Trustee an Opinion of Counsel (as specified in the Indenture) describing either
a private ruling concerning the Notes or a published ruling of the Internal
Revenue Service, to the effect that holders of the Notes or persons in their
positions will not recognize income, gain or loss for
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federal income tax purposes as a result of such deposit, defeasance, and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred.
MODIFICATION OF INDENTURE
From time to time, the Company, the Guarantors, and the Trustee may,
without the consent of holders of the Notes, modify, amend, waive, or supplement
the provisions of the Indenture or the Notes for certain specified purposes,
including providing for uncertificated Notes in addition to certificated Notes,
and curing any ambiguity, defect, or inconsistency, or making any other change
that, in each case, does not adversely affect the rights of any holder. The
Indenture contains provisions permitting the Company, the Guarantors, and the
Trustee, with the consent of holders of at least a majority in principal amount
of the outstanding Notes, to modify, amend, waive, or supplement the Indenture,
the Notes, or the Guarantees except that no such modification shall, without the
consent of each holder affected thereby, (i) reduce the amount of Notes whose
holders must consent to an amendment, supplement, or waiver to the Indenture or
the Notes, (ii) reduce the rate of or change the time for payment of interest on
any Note, (iii) reduce the principal of or premium or Liquidated Damages on or
change the stated maturity of any Note, (iv) make any Note payable in money
other than that stated in the Note or change the place of payment to outside of
the United States, (v) change the amount or time of any payment required by the
Notes or reduce the premium payable upon any redemption of Notes or change the
time before which no such redemption may be made, (vi) waive a default on the
payment of the principal of, interest, premium, or Liquidated Damages on, or
redemption payment with respect to, any Note (except a rescission of
acceleration of the Notes by holders of at least a majority in aggregate
principal amount of the Notes and a waiver of the payment default that resulted
from such acceleration), (vii) subordinate in right of payment, or otherwise
subordinate, the Notes or the Guarantees to any other Indebtedness or obligation
of the Company or the Guarantors, (viii) amend, alter, change, or modify the
obligation of the Company to make and consummate a Change of Control Offer in
the event of a Change of Control or make and consummate an Excess Proceeds Offer
or waive any Default in the performance of any such offers or modify any of the
provisions or definitions with respect to any such offers, (ix) except pursuant
to the Indenture, release any Guarantor from its obligations under its
Guarantee, or change any Guarantee in a manner that adversely affects holders of
the Notes, or (x) take any other action otherwise expressly prohibited by the
Indenture to be taken without the consent of each holder affected thereby.
REPORTS TO HOLDERS
So long as any of the Notes are outstanding, whether or not the Company is
required to be subject to Section 13(a) or 15(d) of the Exchange Act, the
Company will furnish the information required thereby to the Commission, the
holders of the Notes, and the Trustee. The Indenture provides that even if the
Company is entitled under the Exchange Act not to furnish such information to
the Commission or to the holders of the Notes, it will nonetheless continue to
furnish such information to the Commission, the holders of the Notes, and the
Trustee and make such information available to securities analysts and
prospective investors upon request. In addition, the Company agrees and the
Guarantors agree that, for so long as any Notes remain outstanding, they will
furnish to the holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.
COMPLIANCE CERTIFICATE
The Company will deliver to the Trustee on or before 90 days after the end
of the Company's fiscal year and on or before 45 days after the end of each of
the first, second, and third fiscal quarters in each year an Officers'
Certificate stating whether or not the signers know of any Default or Event of
Default that has occurred. If they do, the certificate will describe the Default
or Event of Default and its status.
THE TRUSTEE
The Trustee under the Indenture initially will be the Registrar and Paying
Agent with regard to the Notes. The Indenture provides that, except during the
continuance of an Event of Default, the Trustee will
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perform only such duties as are specifically set forth in the Indenture. During
the existence of an Event of Default, the Trustee will exercise such rights and
powers vested in it under the Indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise under the circumstances
in the conduct of such person's own affairs.
TRANSFER AND EXCHANGE
Holders of the Notes may transfer or exchange Notes in accordance with the
Indenture. The Registrar under such Indenture may require a holder, among other
things, to furnish appropriate endorsements and transfer documents, and to pay
any taxes and fees required by law or permitted by the Indenture. The Registrar
is not required to transfer or exchange any Note selected for redemption. Also,
the Registrar is not required to transfer or exchange any Note for a period of
15 days before selection of the Notes to be redeemed.
The registered holder of a Note may be treated as its owner for all
purposes.
BOOK-ENTRY, DELIVERY, AND FORM
The Exchange Notes initially will be issued in the form of one Global
Exchange Note (the "Global Exchange Note"). The Global Exchange Note will be
deposited on the Exchange Date with the Depositary and registered in the name of
Cede & Co., as nominee of the Depositary (the "Global Exchange Note Holder").
Except as set forth below, the Global Exchange Note may be transferred, in whole
and not in part, only to another nominee of the Depositary or to a successor of
the Depositary or its nominee.
The Company expects that, pursuant to procedures established by the
Depositary, (i) upon deposit of the Global Exchange Note, the Depositary will
credit on its internal system the principal amounts of the Exchange Notes of the
individual beneficial interests represented by such Global Exchange Note to the
respective accounts of exchanging holders who have accounts with the Depositary
and (ii) ownership of such interest in the Global Exchange Note will be shown
on, and the transfer of ownership thereof will be effected only through, records
maintained by the Depositary (with respect to the interests of the Depositary's
Participants), the Depositary's Participants and the Depositary's Indirect
Participants. Prospective purchasers are advised that the laws of some states
require that certain persons take physical delivery in definitive form of
securities that they own. Consequently, the ability to transfer Exchange Notes
evidenced by the Global Exchange Note will be limited to such extent.
So long as the Global Exchange Note Holder is the registered owner of any
Exchange Notes, the Global Exchange Note Holder will be considered the sole
holder under the Indenture of any Exchange Notes evidenced by the Global
Exchange Note. Beneficial owners of Exchange Notes evidenced by the Global
Exchange Note will not be considered the owners or holders thereof under the
Indenture for any purpose, including with respect to the giving of any
directions, instructions or approvals to the Trustee thereunder. Neither the
Company nor the Trustee will have any responsibility or liability for any aspect
of the records of the Depositary or for maintaining, supervising or reviewing
any records of the Depositary relating to the Exchange Notes.
Payments in respect of the principal of and premium, interest and
Liquidated Damages, if any, on any Exchange Notes registered in the name of the
Global Exchange Note Holder on the applicable record date will be payable by the
Trustee to or at the direction of the Global Exchange Note Holder in its
capacity as the registered holder under the Indenture. Under the terms of the
Indenture, the Company and the Trustee may treat the persons in whose names
Exchange Notes, including the Global Exchange Note, are registered as the owners
thereof for the purpose of receiving such payments. Consequently, neither the
Company nor the Trustee has or will have any responsibility or liability for the
payment of such amounts to beneficial owners of Exchange Notes. The Company
believes, however, that it is currently the policy of the Depositary to
immediately credit the accounts of the relevant Participants with such payments,
in amounts proportionate to their respective holdings of beneficial interests in
the relevant security as shown on the records of the Depositary. Payments by the
Depositary's Participants and the Depositary's Indirect Participants to the
beneficial owners of Exchange Notes will be governed by standing instructions
and customary practice and will be the responsibility of the Depositary's
Participants or the Depositary's Indirect Participants.
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The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company that was created to hold securities for its
participating organizations (collectively, the "Participants" or the
"Depositary's Participants") and to facilitate the clearance and settlement of
transactions in such securities between Participants through electronic
book-entry changes in accounts of its Participants. The Depositary's
Participants include securities brokers and dealers (including the Initial
Purchasers), banks and trust companies, clearing corporations, and certain other
organizations. Access to the Depositary's system is also available to other
entities such as banks, brokers, dealers, and trust companies (collectively, the
"Indirect Participants" or the "Depositary's Indirect Participants") that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly. Persons who are not Participants may beneficially own securities
held by or on behalf of the Depositary only through the Depositary's
Participants or the Depositary's Indirect Participants.
Certificated Securities
Subject to certain conditions, any person having a beneficial interest in a
Global Exchange Note may, upon request to the Trustee, exchange such beneficial
interest for Exchange Notes in the form of Certificated Securities. Upon any
such issuance, the Trustee is required to register such Certificated Securities
in the name of, and cause the same to be delivered to, such person or persons
(or the nominee of any thereof). In addition, if (i) the Company notifies the
Trustee in writing that the Depositary is no longer willing or able to act as a
depositary and the Company is unable to locate a qualified successor within 90
days or (ii) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of Exchange Notes in the form of Certificated
Securities under the Indenture, then, upon surrender by the Global Exchange Note
Holder of the Global Exchange Note, Exchange Notes in such form will be issued
to each person that the Global Exchange Note Holder and the Depositary identify
as being the beneficial owner of the related Exchange Notes.
Neither the Company nor the Trustee will be liable for any delay by the
Global Exchange Note Holder or the Depositary in identifying the beneficial
owners of Exchange Notes and the Company and the Trustee may conclusively rely
on, and will be protected in relying on, instructions from the Global Exchange
Note Holder or the Depositary for all purposes.
Same-Day Settlement and Payment
The Indenture requires that payments in respect of the Notes represented by
the Global Exchange Note (including principal, premium, interest, and Liquidated
Damages, if any) be made by wire transfer of immediately available funds to the
accounts specified by the Global Exchange Note Holder. With respect to
Certificated Securities, the Company will make all payments of principal,
premium, interest, and Liquidated Damages, if any, by wire transfer of
immediately available funds to the accounts specified by the Holders thereof or,
if no such account is specified, by mailing a check to each such Holder's
registered address.
The Exchange Notes represented by the Global Exchange Note are expected to
trade in the Depositary's Same-Day Funds Settlement System, and any permitted
secondary market trading activity in such Exchange Notes will, therefore, be
required by the Depositary to be settled in immediately available funds. The
Company expects the secondary trading in the Certificated Securities will also
be settled in immediately available funds.
REGISTRATION RIGHTS; LIQUIDATED DAMAGES
The Company, the Guarantors, and the Initial Purchasers entered into the
Registration Rights Agreement in connection with the issuance of the Outstanding
Notes. Pursuant to the Registration Rights Agreement, the Company and the
Guarantors agreed to file with the Commission the Exchange Offer Registration
Statement on the appropriate form under the Securities Act with respect to the
Exchange Notes. If (i) the Company and the Guarantors are not required to file
the Exchange Offer Registration Statement or permitted to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy or (ii) any holder of Transfer Restricted Securities notifies
the Company prior to the 20th day following consummation of the Exchange Offer
that (a) it is prohibited by law or Commission policy
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from participating in the Exchange Offer or (b) that it may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales or (c)
that it is a broker-dealer and owns Notes acquired directly from the Company or
an affiliate of the Company, the Company and the Guarantors will file with the
Commission a Shelf Registration Statement to cover resales of the Notes by the
holders thereof who satisfy certain conditions relating to the provision of
information in connection with the Shelf Registration Statement. The Company and
the Guarantors will use their best efforts to cause the applicable registration
statement to be declared effective as promptly as possible by the Commission.
For purposes of the foregoing, "Transfer Restricted Securities" means each Note
until (i) the date on which such Note has been exchanged by a person other than
a broker-dealer for an Exchange Note in the Exchange Offer, (ii) following the
exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives
from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Note has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement, or (iv) the
date on which such Note is distributed to the public pursuant to Rule 144 under
the Securities Act.
The Registration Rights Agreement provides that (i) the Company and the
Guarantors will file an Exchange Offer Registration Statement with the
Commission on or prior to 45 days after the Issue Date, (ii) the Company and the
Guarantors will use their best efforts to have the Exchange Offer Registration
Statement declared effective by the Commission on or prior to 90 days after the
Issue Date, (iii) unless the Exchange Offer would not be permitted by applicable
law or Commission policy, the Company and the Guarantors will commence the
Exchange Offer and use their best efforts to issue, on or prior to 30 business
days after the date on which the Exchange Offer Registration Statement was
declared effective by the Commission, Exchange Notes in exchange for all Notes
tendered prior thereto in the Exchange Offer, and (iv) if obligated to file the
Shelf Registration Statement, the Company and the Guarantors will use their best
efforts to file the Shelf Registration Statement with the Commission on or prior
to 30 days after such filing obligation arises and to cause the Shelf
Registration to be declared effective by the Commission on or prior to 90 days
after such obligation arises. If (a) the Company and the Guarantors fail to file
any of the Registration Statements required by the Registration Rights Agreement
on or before the date specified for such filing, (b) any of such Registration
Statements is not declared effective by the Commission on or prior to the date
specified for such effectiveness (the "Effectiveness Target Date"), (c) the
Company fails to consummate the Exchange Offer within 30 business days of the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement, or (d) the Shelf Registration Statement or the Exchange Offer
Registration Statement is declared effective but thereafter ceases to be
effective or usable in connection with resales of Transfer Restricted Securities
during the periods specified in the Registration Rights Agreement (each such
event referred to in clauses (a) through (d) above a "Registration Default"),
then the Company will pay Liquidated Damages to each holder of Notes, with
respect to the first 90-day period immediately following the occurrence of the
first Registration Default, in an amount equal to one-half of one percentage
point (0.5%) per annum of the principal amount of Notes held by such holder. The
amount of the Liquidated Damages will increase by an additional one-half of one
percent (0.5%) per annum for each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of one and
one-half percent (1.5%) per annum. All accrued Liquidated Damages will be paid
by the Company on each interest payment date to the Global Note Holder by wire
transfer of immediately available funds or by federal funds check and to holders
of Certificated Securities by wire transfer to the accounts specified by them or
by mailing checks to their registered addresses if no such accounts have been
specified. The filing of a Registration Statement after the date specified for
such filing, the declaration of effectiveness of a Registration Statement after
the Effectiveness Target Date, or the consummation of the Exchange Offer at any
time, as appropriate, shall constitute a cure of the related Registration
Default. Following the cure of all Registration Defaults, the accrual of
Liquidated Damages will cease.
Holders of Notes will be required to make certain representations to the
Company and the Guarantors (as described in the Registration Rights Agreement)
in order to participate in the Exchange Offer and will be required to deliver
information to be used in connection with the Shelf Registration Statement and
to provide
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comments on the Shelf Registration Statement within the time periods set forth
in the Registration Rights Agreement in order to have their Notes included in
the Shelf Registration Statement and benefit from the provisions regarding
Liquidated Damages set forth above.
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
covenants contained in the Indenture. Reference is made to the Indenture for the
full definition of all such terms as well as any other capitalized terms used
herein for which no definition is provided.
"Acquired Indebtedness" means Indebtedness of a Person existing at the time
such Person becomes a Subsidiary or assumed in connection with an Asset
Acquisition from such Person.
"Adjusted Net Assets" of a Guarantor at any date shall mean the lesser of
the amount by which (x) the fair value of the property of such Guarantor exceeds
the total amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent liabilities
(including, without limitation, any guarantees of Indebtedness)), but excluding
liabilities under the Guarantee, of such Guarantor at such date and (y) the
present fair salable value of the assets of such Guarantor exceeds the total
amount of its debts (after giving effect to all other fixed and contingent
liabilities (including, without limitation, any guarantees of Indebtedness) and
after giving effect to any collection from any Subsidiary of such Guarantor in
respect of the obligations of such Subsidiary under the Guarantee), excluding
Indebtedness in respect of the Guarantee, as they become absolute and matured.
"Affiliate" of any specified Person means any other Person which directly
or indirectly through one or more intermediaries controls, or is controlled by,
or is under common control with, such specified Person. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by," and "under common control with"), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise; provided that beneficial ownership of 10% or more of the voting
securities of a Person shall be deemed to be control.
"Asset Acquisition" means (a) an Investment by the Company or any
Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Subsidiary of the Company, or shall be merged with or into the
Company or any Subsidiary of the Company, (b) the acquisition by the Company or
any Subsidiary of the Company of the assets of any Person (other than a
Subsidiary of the Company) or (c) the acquisition by the Company or any
Subsidiary of the Company of any division or line of business of any Person
(other than a Subsidiary of the Company); provided, in each case, that the
assets acquired are to be used in the business conducted by the Company and its
Subsidiaries as of the Issue Date or any other business determined by the
Company's Board of Directors, in good faith, to be reasonably related thereto.
"Asset Sale" means (x) the direct or indirect sale, transfer, issuance,
conveyance, lease (other than operating leases entered into in the ordinary
course of business pursuant to ordinary business terms, including, without
limitation, any equipment lease reasonably entered into in connection with any
acquisition or potential acquisition consistent with past practice), assignment
or other disposition (including, without limitation, by eminent domain,
condemnation or similar governmental proceeding) (each, a "disposition" or
"issuance"), and (y) any merger or consolidation of any Subsidiary of the
Company with or into another Person (other than the Company or any Wholly Owned
Subsidiary of the Company) whereby such Subsidiary shall cease to be a Wholly
Owned Subsidiary, if such disposition, issuance, merger, or consolidation
involves property or assets with a fair market value in excess of $1.0 million,
whether in a single transaction or in a series of related transactions, of (a)
any Equity Interest in any Subsidiary, (b) real property owned by the Company or
any Subsidiary thereof, or a division, line of business, or comparable business
segment of the Company or any Subsidiary thereof or (c) other property, assets,
or rights (including, without limitation leasehold rights) of the Company or any
Subsidiary thereof; provided, however, that, except as noted in the last
sentence of this paragraph, Asset Sales shall not include (i) dispositions or
issuances to the Company or to a Subsidiary thereof or to any other Person if
after giving effect to such disposition or issuance such other Person becomes a
Wholly Owned Subsidiary of the Company, (ii) transactions involving the Company
which are subject to and
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effected in compliance with "Merger, Consolidation, or Sale of Assets" above,
(iii) dispositions of services and products in the ordinary course of business,
(iv) a disposition that is an Investment or a Restricted Payment not prohibited
by the "Limitation on Restricted Payments" covenant, (v) a sale, transfer,
conveyance, or issuance of an Equity Interest that constitutes a Permitted
Investment pursuant to clause (ii)(C) of the definition thereof or that complies
with the limitations set forth in "-- Limitation on Restricted Payments" if, in
each case, the assets received in consideration therefor are to be used in the
business conducted by the Company and its Subsidiaries as of the Issue Date or
any other business determined by the Company's Board of Directors, in good
faith, to be reasonably related thereto, (vi) exchanges of assets that comply
with the requirements described in the final paragraph under "-- Repurchase at
the Option of Holders -- Asset Sales," (vii) a designation of a Subsidiary as an
Unrestricted Subsidiary if permitted under the Indenture, (viii) the disposition
of any Temporary Cash Investment, and (ix) the grant of any Lien securing
Indebtedness permitted under the Indenture. Notwithstanding any provision of the
Indenture to the contrary, the expiration or non-renewal of any lease of
property at the normal expiration date thereof shall not constitute an Asset
Sale. For purposes of the definition of Consolidated Fixed Charge Coverage
Ratio, transactions referred to in clauses (iv) and (vi) shall be included as
Asset Sales.
"Asset Sale Proceeds" means, with respect to any Asset Sale, (i) cash
received by the Company or any Subsidiary thereof from such Asset Sale after (a)
provision for all income or other taxes measured by or resulting from such Asset
Sale, (b) payment of all brokerage commissions, underwriting, legal, accounting,
title, and other reasonable fees, costs, and expenses, consistent with past
practice, related to such Asset Sale, (c) provision for minority interest
holders in any Subsidiary or in any asset subject to such Asset Sale as a result
of such Asset Sale, (d) payments made to retire Indebtedness secured by the
assets subject to such Asset Sale or otherwise required to be paid, and (e)
deduction of appropriate amounts to be provided by the Company or a Subsidiary
thereof as a reserve, in accordance with GAAP, against any liabilities
associated with the assets disposed of in such Asset Sale and retained by the
Company or a Subsidiary thereof after such Asset Sale including, without
limitation, pension and other post employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with the assets disposed of in such Asset Sale and (ii)
any securities, notes, or other obligations received by the Company or any
Subsidiary thereof from such Asset Sale upon the liquidation or conversion of
such securities, notes, or other obligations into cash prior to the Reinvestment
Date.
"Attributable Indebtedness" when used with respect to any Sale and
Lease-Back Transaction means, as at the time of determination, the present value
(discounted at a rate equivalent to the interest rate implicit in the lease,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments (after excluding all amounts required to be paid on account of
maintenance and repairs, insurance, taxes, utilities, and other similar expenses
payable by the lessee pursuant to the terms of the lease) during the remaining
term of the lease included in any such Sale and Lease-Back Transaction or until
the earliest date on which the lessee may terminate such lease without penalty
or upon payment of a penalty (in which case the rental payments shall include
such penalty).
"Board of Directors" means, as to any Person, the board of directors or any
duly authorized committee thereof of such Person or, if such Person is a
partnership (or other non-corporate Person), of the managing general partner or
partners (or Persons serving an analogous function) of such Person.
"Capital Lease Obligations" means Indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP, and the amount of such Indebtedness shall be
the capitalized amount of such obligations determined in accordance with GAAP.
"Change of Control" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance, or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act); (ii) the adoption of a plan relating to the liquidation or dissolution of
the Company; (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) is or becomes the "beneficial owner" (as such term
is defined in Rule 13d-3 and Rule 13d-5 under the Exchange
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Act, except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 40% of the Common Equity
Interest of the Company (measured by voting power rather than number of shares
or equivalent units); or (iv) the first day on which less than a majority of the
members of the Board of Directors of the Company are Continuing Directors.
"Common Equity Interest" of any Person means all Equity Interests of such
Person that are generally entitled to (i) vote in the election of directors of
such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers, or
others that will control the management and policies of such Person.
"Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus, to the extent
deducted in computing such Consolidated Net Income, (i) an amount equal to any
extraordinary loss plus any net loss realized in connection with an Asset Sale,
(ii) provision for taxes based on income or profits, (iii) consolidated interest
expense whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments (if any) pursuant to Hedging Obligations), and (iv) depreciation
and amortization (including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior
period) in each case, on a consolidated basis and determined in accordance with
GAAP. Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, and the depreciation and amortization of, a Subsidiary of a
Person shall be added to Consolidated Net Income to compute Consolidated Cash
Flow only to the extent (and in the same proportion) that the Net Income of such
Subsidiary was included in calculating the Consolidated Net Income of such
Person and only if a corresponding amount would be permitted at the date of
determination to be dividend to the Company by such Subsidiary without prior
approval (that has not been obtained) pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules, and
governmental regulations applicable to such Subsidiary or its stockholders.
"Consolidated Fixed Charge Coverage Ratio" means with respect to any
Person, the ratio of the aggregate amount of Consolidated Cash Flow of such
Person for the four full fiscal quarters immediately preceding the date of the
transaction (the "Transaction Date") giving rise to the need to calculate the
Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period
being referred to herein as the "Four Quarter Period") to the aggregate amount
of Consolidated Fixed Charges of such Person for the Four Quarter Period. In
addition to and without limitation of the foregoing, for purposes of this
definition, "Consolidated Cash Flow" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to, without duplication, (a) the incurrence of any Indebtedness of
such Person or any of its Subsidiaries (and the application of the net proceeds
thereof) during the period commencing on the first day of the Four Quarter
Period to and including the Transaction Date (the "Reference Period"),
including, without limitation, the incurrence of the Indebtedness giving rise to
the need to make such calculation (and the application of the net proceeds
thereof), as if such incurrence (and application) occurred on the first day of
the Four Quarter Period (it being understood that with respect to Indebtedness
incurred under a revolving facility used primarily to finance working capital,
the average daily principal amount outstanding during the Reference Period shall
be deemed to be the amount incurred during the Reference Period) and (b) any
Asset Sales or Asset Acquisitions (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of such
Person or one of its Subsidiaries (including any Person who becomes a Subsidiary
as a result of the Asset Acquisition) incurring, assuming or otherwise being
liable for Acquired Indebtedness) occurring during the Reference Period, as if
such Asset Sale or Asset Acquisition occurred on the first day of the Four
Quarter Period. Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining this "Consolidated Fixed Charge Coverage Ratio," (i)
interest on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and
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which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; and (ii) if interest on
indebtedness actually incurred on the Transaction Date may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rates, then the interest rate in
effect on the Transaction Date will be deemed to have been in effect during the
Four Quarter Period. In calculating the Consolidated Fixed Charge Coverage Ratio
and giving pro forma effect to the incurrence of Indebtedness during a Reference
Period, pro forma effect shall be given to use of proceeds thereof to
permanently repay or retire Indebtedness. If such Person or any of its
Subsidiaries directly or indirectly guarantees Indebtedness of a third Person,
for purposes of determining the "Consolidated Fixed Charge Coverage Ratio,"
effect shall be given to the incurrence of such guaranteed Indebtedness as if
such Person or such Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.
"Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum of, without duplication, the amounts for such period of (i) the
consolidated interest expense of such Person and its Subsidiaries for such
period, whether paid or accrued (including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or
bankers' acceptance financings, and net payments (if any) pursuant to Hedging
Obligations), (ii) the consolidated interest expense of such Person and its
Subsidiaries that was capitalized during such period, (iii) an interest expense
on Indebtedness of another Person that is guaranteed by such Person or one of
its Subsidiaries or secured by a Lien on assets of such Person or one of its
Subsidiaries (whether or not such guarantee or Lien is called upon), and (iv)
the product of (a) all dividend payments, whether or not in cash, on any series
of Disqualified Equity Interests of such Person or any of its Subsidiaries,
other than dividend payments on Disqualified Equity Interests payable solely in
Equity Interests of the Company, times (b) a fraction, the numerator of which is
one and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person, expressed as a decimal, in
each case, on a consolidated basis and in accordance with GAAP.
"Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; provided
that (i) the Net Income (but not loss) of any Person that is not a Subsidiary or
that is accounted for by the equity method of accounting shall be included only
to the extent of the amount of dividends or distributions paid in cash to the
referent Person or a Wholly Owned Subsidiary thereof, (ii) the Net Income of any
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that Net Income is not
at the date of determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule, or governmental regulation applicable to that Subsidiary or its
stockholders, (iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded, (iv) the cumulative effect of a change in accounting principles
shall be excluded, and (v) any non-cash compensation expense in connection with
the issuance of employee stock options shall be excluded.
"Consolidated Net Worth" means, with respect to any Person at any date, the
consolidated stockholders' equity of such Person less the amount of such
stockholders' equity attributable to Disqualified Equity Interests of such
Person and its Subsidiaries, as determined in accordance with GAAP, less (i) all
write-ups (other than write-ups of tangible assets of a going concern business
made within 12 months after the acquisition of such business) subsequent to the
Issue Date in the book value of any asset owned by such Person or a consolidated
Subsidiary of such Person, (ii) all investments as of such date in
unconsolidated Subsidiaries and in Persons that are not Subsidiaries and (iii)
all unamortized debt discount and expense and unamortized deferred charges as of
such date, in each case determined in accordance with GAAP.
"Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of the Indenture or (ii) was
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nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board at the
time of such nomination or election.
"Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.
"Disqualified Equity Interests" means any Equity Interest which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable at the option of the holder), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the date that is 91 days following the
maturity date of the Notes, for cash or securities constituting Indebtedness;
provided, however, that Preferred Equity Interests of the Company or any
Subsidiary thereof that are issued with the benefit of provisions requiring a
change of control offer or asset sale proceeds offer to be made for such
Preferred Equity Interest in the event of a change of control or sale of assets
of the Company or such Subsidiary, which provisions have substantially the same
effect as the provisions of the Indenture described under "Repurchase at the
Option of Holders -- Change of Control Offer" or "Repurchase at the Option of
Holders -- Asset Sales," shall not be deemed to be Disqualified Equity Interests
solely by virtue of such provisions.
"Equity Interests" means, with respect to any Person, any and all shares or
other equivalents (however designated) of capital stock, partnership interests,
membership interests, or any other participation, right, or other interests in
the nature of an equity interest in such Person or any option, warrant, or other
security convertible into or exchangeable for any of the foregoing.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exchange Notes" means the notes issued in the Exchange Offer.
"fair market value" or "fair value" means, with respect to any assets or
property, the price which could be negotiated in an arm's-length free market
transaction, for cash, between a willing seller and a fully informed, willing,
and able buyer, neither of whom is under undue pressure or compulsion to
complete the transaction, all as reasonably determined by a majority of the
Board of Directors acting in good faith, such determination to be evidenced by a
board resolution delivered to the Trustee. No such determination need be
supported by an appraisal or expert opinion.
"GAAP" means generally accepted accounting principles consistently applied
as in effect in the United States on the Issue Date.
"guarantee" means, with respect to any Person, any obligation, contingent
or otherwise, of such Person directly or indirectly guaranteeing any
Indebtedness or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation of such other
Person (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided that the term "guarantee"
shall not include endorsements for collection or deposit in the ordinary course
of business. The term "guarantee" used as a verb has a corresponding meaning.
"Hedging Obligations" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, or other
similar agreement designed to protect the party indicated therein against
fluctuations in interest rates, currency exchange rates, or commodity prices.
"incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
guarantee, or otherwise become, directly or indirectly, liable in respect of
such Indebtedness or other obligation or the recording, as required pursuant to
GAAP or otherwise, of any such Indebtedness or other obligation on the balance
sheet of such person (and
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"incurrence," "incurred, "incurable," and "incurring" shall have meanings
correlative to the foregoing); provided, however, that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness; and
provided, further that accrual of interest, the accretion of accreted value, and
the payment of interest in the form of additional Indebtedness will not be
deemed to be an incurrence of Indebtedness. Any Indebtedness or Equity Interests
of a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition, or otherwise) shall be deemed to be incurred
by such Person at the time it becomes a Subsidiary. Indebtedness consisting of
reimbursement obligations in respect of a letter of credit will be deemed to be
incurred when the letter of credit is issued or renewed.
"Indebtedness" means (without duplication), with respect to any Person, any
indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures, or similar instruments, or
representing the balance deferred and unpaid of the purchase price of any
property (excluding, without limitation, any balances that constitute accounts
payable or trade payables, and other liabilities arising in the ordinary course
of business) and shall also include, to the extent not otherwise included (i)
any Capital Lease Obligations, (ii) obligations of Persons other than such
Person secured by a Lien to which the property or assets owned or held by such
Person is subject, whether or not the obligation or obligations secured thereby
shall have been incurred or assumed by such Person, (iii) all Indebtedness of
others of the types described in the other clauses of this definition (including
all dividends of other Persons) the payment of which is guaranteed, directly or
indirectly, by such Person or that is otherwise its legal liability or which
such Person has agreed to purchase or repurchase or in respect of which such
Person has agreed contingently to supply or advance funds (whether or not such
items would appear upon the balance sheet of the guarantor), (iv) all
obligations for the reimbursement of any obligation or on any letter of credit,
banker's acceptance or similar credit transaction, (v) Disqualified Equity
Interests, (vi) Hedging Obligations of any such Person, and (vii) Attributable
Indebtedness. The amount of Indebtedness of any Person at any date shall be the
principal (or face) amount outstanding at such date of all unconditional
obligations as described above and, with respect to contingent obligations, the
maximum liability upon the occurrence of the contingency giving rise to the
obligation; provided, however, that Indebtedness shall not include any liability
for federal, state, local, or other taxes. Notwithstanding any other provision
of the foregoing definition, any trade payable arising from the purchase of
goods or materials or for services obtained in the ordinary course of business
shall not be deemed to be "Indebtedness" for purposes of this definition.
Furthermore, guarantees of (or obligations with respect to letters of credit
supporting) Indebtedness otherwise included in the determination of such amount
shall not also be included.
"Independent Financial Advisor" means an accounting, appraisal, investment
banking, or consulting firm of nationally recognized standing that is, in the
good faith judgment of the Board of Directors of the Company, qualified to
perform the task for which such firm has been engaged.
"Investments" means, directly or indirectly, any advance, account
receivable (other than an account receivable arising in the ordinary course of
business (including accounts receivable arising in the ordinary course of
business and acquired as a part of the assets acquired by the Company or a
Subsidiary in connection with an acquisition of assets which is otherwise
permitted by the terms of the Indenture)), loan or capital contribution to (by
means of transfers of property to others, payments for property or services for
the account or use of others or otherwise), the purchase of any stock, bonds,
notes, debentures, partnership or joint venture interests, or other securities
of, the acquisition, by purchase or otherwise, of all or substantially all of
the business or stock or other evidence of beneficial ownership of, any Person,
the guarantee or assumption of the Indebtedness of any other Person (except for
an assumption of Indebtedness for which the assuming Person receives
consideration with a fair market value at least equal to the principal amount of
the Indebtedness assumed), the designation of a Subsidiary as an Unrestricted
Subsidiary, or the making of any investment in any Person and all other items
that would be classified as investments on a balance sheet of such Person
prepared in accordance with GAAP. Investments shall exclude (i) extensions of
trade credit on commercially reasonable terms in accordance with normal trade
practices, (ii) endorsements of negotiable instruments for collection or deposit
in the ordinary course of business, (iii) commission, travel, payroll, and
similar advances
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to directors, officers, and employees made in the ordinary course of business,
and (iv) workers' compensation, utility, lease, and similar deposits and prepaid
expenses in the ordinary course of business. If the Company or any Subsidiary of
the Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of the Company, the
Company or such Subsidiary shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Subsidiary not sold or disposed of in an amount
determined as provided in the penultimate paragraph of the covenant described
above under the caption "-- Certain Covenants -- Limitation on Restricted
Payments." In determining the amount of any Investment in respect of any
Property other than cash, such Property shall be valued at its fair market value
at the time of such Investment.
"Issue Date" means the closing date for the sale and original issuance of
the Notes to the Initial Purchasers.
"Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including
without limitation, any Capital Lease Obligation, conditional sales, or other
title retention agreement having substantially the same economic effect as any
of the foregoing).
"Liquidated Damages" means all liquidated damages owing pursuant to the
Registration Rights Agreement.
"Net Income" means, with respect to any Person for any period, the net
income (loss) of such Person determined in accordance with GAAP and before any
reduction in respect of dividends on Preferred Equity Interests, excluding,
however, (i) any gain, together with any related provision for taxes on such
gain, realized in connection with (a) any Asset Sale or (b) the disposition of
any securities by such Person or any of its Subsidiaries or the extinguishment
of any Indebtedness of such Person or any of its Subsidiaries and (ii) any
extraordinary or nonrecurring gain (or loss incurred prior to the Issue Date,
but not loss incurred after the Issue Date), together with any related provision
for taxes on such extraordinary or nonrecurring gain (but not loss, except to
the extent referred to above).
"Net Investments" means the excess of (i) the aggregate of all Investments
made by the Company or a Subsidiary thereof on or after the Issue Date (in the
case of an Investment made other than in cash, the amount shall be the fair
market value of such Investment at the time made as determined in good faith by
the Board of Directors of the Company) over (ii) the sum of (a) the aggregate
amount returned in cash on such Investments (in the case of a noncash return on
such Investments, the amount thereof shall be the fair market value of such
noncash consideration at the time of receipt thereof as determined in good faith
by the Board of Directors of the Company) whether through interest payments,
principal payments, dividends, or other distributions and (b) the net cash
proceeds received by the Company or such Subsidiary from the disposition of all
or any portion of such Investments (other than to a Subsidiary of the Company);
provided, however, that with respect to all Investments made in Unrestricted
Subsidiaries the sum of clauses (a) and (b) above with respect to such
Investments shall not exceed the aggregate amount of all Investments made in all
Unrestricted Subsidiaries.
"New Credit Facility" means that certain Amended and Restated Credit
Agreement, dated as of March 16, 1998, by and among the Company, certain
financial institutions as lenders and First Union National Bank, as Agent,
including any related notes, guarantees (by subsidiaries of the Company or
otherwise), collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, restated, modified, renewed,
refunded, replaced or refinanced (in each case, in whole or in part, and without
limitation as to amount, terms, conditions, covenants and other provisions),
with the same or other agents and lenders, in whole or in part, from time to
time and any agreement (and related documents) governing Indebtedness incurred
to refinance or refund borrowings and commitments then outstanding or permitted
to be outstanding under such credit facility or a successor New Credit Facility,
whether by the same or other agent lender or group of lenders.
"Non-Recourse Debt" means Indebtedness: (i) as to which neither the Company
nor any of its Subsidiaries (a) provides credit support of any kind (including
any undertaking, agreement, or instrument that
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would constitute Indebtedness), (b) is directly or indirectly liable (as a
guarantor or otherwise), or (c) constitutes the lender; (ii) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Subsidiaries.
"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages, and other liabilities payable under
the documentation governing any Indebtedness.
"Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the President, or any Vice President and
the Chief Financial Officer or any Treasurer or assistant Treasurer of such
Person (or, in the case of a Person that is a partnership (or other
non-corporate Person), of a general partner (or analogous individuals) of such
Person in such capacity) that shall comply with applicable provisions of the
Indenture.
"Permitted Indebtedness" means:
(i) Indebtedness (plus interest, premium, fees, and other obligations
associated therewith) of the Company or any Guarantor arising under or in
connection with the New Credit Facility of up to $200.0 million;
(ii) Indebtedness under the Notes and the Guarantees;
(iii) Indebtedness outstanding on the Issue Date after giving effect
to the application of the proceeds of the Initial Offering (including
repayment of all obligations under the Company's prior revolving credit
facility);
(iv) Hedging Obligations of the Company or any Subsidiary;
(v) Indebtedness of a Wholly Owned Subsidiary issued to and held by
the Company or a Wholly Owned Subsidiary or Indebtedness of the Company to
a Wholly Owned Subsidiary in respect of intercompany advances or
transactions;
(vi) (a) Purchase Money Indebtedness, (b) Capital Lease Obligations,
and (c) Indebtedness incurred in connection with an Asset Acquisition
(including Acquired Indebtedness), in each case incurred by the Company or
any Subsidiary, in an aggregate principal amount outstanding at any time
not to exceed $25.0 million;
(vii) Indebtedness constituting an agreement or commitment to pay a
dividend that has been declared or otherwise to make a payment or
distribution as described in clause (i) of the second paragraph of the
covenant entitled "-- Certain Covenants -- Limitation on Restricted
Payments";
(viii) Indebtedness in connection with one or more letters of credit,
guarantees, bid, surety or performance bonds, or other reimbursement
obligations or bankers' acceptances, in each case issued in the ordinary
course of business and not in connection with the borrowing of money or the
obtaining of advances or credit;
(ix) additional Indebtedness of the Company or any Subsidiary (which
may be Indebtedness under the New Credit Facility) in an aggregate
principal amount outstanding at any time not to exceed $15.0 million; and
(x) Refinancing Indebtedness.
"Permitted Investments" means, for any Person, Investments made on or after
the Issue Date consisting of:
(i) Temporary Cash Investments;
(ii) (A) Investments in the Company or a Subsidiary of the Company,
(B) Investments in any Person, if (1) as a result of such Investment (y)
such Person or a Subsidiary of such Person becomes a Subsidiary of the
Company or (z) such Person or a Subsidiary of such Person is merged,
consolidated, or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Subsidiary thereof and (2) after giving effect to such Investment, the
Company is in compliance with the covenant described under "Line of
Business" above, and (C) Net Investments in
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any Persons primarily engaged or preparing to engage in the business
conducted by the Company and its Subsidiaries as of the Issue Date or any
other business determined by the Company's Board of Directors, in good
faith, to be reasonably related thereto; provided, however, that the
aggregate amount of all such Net Investments described in this clause (C),
shall not exceed at any one time outstanding 10.0% of the consolidated
total assets of the Company as reflected on the most recent balance sheet
delivered by the Company to the Trustee;
(iii) Investments represented by accounts receivable created or
acquired in the ordinary course of business;
(iv) advances to employees, officers, and directors in the ordinary
course of business not to exceed an aggregate of $1.0 million outstanding
at any one time;
(v) Investments under or pursuant to Hedging Obligations;
(vi) an Investment that is made by the Company or a Subsidiary thereof
in the form of any Equity Interests, Indebtedness, or other assets received
as partial consideration for the consummation of a transaction that is
otherwise permitted under the covenant described under "-- Asset Sales";
(vii) Investments in the Notes otherwise permitted under the
Indenture;
(viii) Investments existing on the Issue Date;
(ix) any Investment acquired solely in exchange for, by conversion of,
or out of the net cash proceeds of, the issuance of Equity Interests (other
than Disqualified Equity Interests) of the Company;
(x) stocks, obligations, or other securities received in settlement of
debts (including, without limitation, under any bankruptcy or other similar
proceeding) owing to the Company or any of its Subsidiaries as a result of
foreclosure, perfection, enforcement, or settlement of any Indebtedness or
Liens in favor of the Company or a Subsidiary; and
(xi) guarantees not prohibited by the "Limitation on Additional
Indebtedness" covenant or the "Limitation on Issuances of Guarantees by
Subsidiaries Which Are Not Guarantors" covenant.
"Permitted Liens" means, without duplication, (i) Liens existing on the
Issue Date, (ii) Liens in favor of the Company or any Subsidiary thereof, (iii)
Liens on the Equity Interests or property of a Person existing at the time such
Person becomes a Subsidiary of, or is acquired by, merged into or consolidated
with the Company or any Subsidiary thereof, or such property is acquired by the
Company or a Subsidiary; provided, however, that such Liens (a) were not created
in connection with or in anticipation of such acquisition, merger, or
consolidation or such Person becoming a Subsidiary and (b) are not applicable to
any other property of the Company or any of the other Subsidiaries of the
Company, (iv) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted; provided,
however, that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor, (v) landlords', carriers',
warehousemen's, mechanics', materialmen's, repairmen's, or other like Liens
arising in the ordinary course of business (whether contractual, statutory or
constitutional in nature) and with respect to amounts which are not yet
delinquent or are being contested in good faith by appropriate proceedings, (vi)
pledges or deposits made in the ordinary course of business in connection with
(a) leases, performance bonds, and similar obligations, (b) workers'
compensation, unemployment insurance, and other social security legislation, or
(c) securing the performance of surety bonds and appeal bonds required (1) in
the ordinary course of business or in connection with the enforcement of rights
or claims of the Company or a Subsidiary thereof or (2) in connection with
judgments that do not give rise to an Event of Default, (vii) easements,
rights-of-way, restrictions, minor defects, or irregularities in title and other
similar encumbrances which, in the aggregate, do not materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the Company or any Subsidiary in connection
therewith, (viii) Liens to secure Purchase Money Indebtedness that is otherwise
permitted under the Indenture; provided, however, that (a) any such Lien is
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance, or refund, the cost (including commissions,
sales and excise taxes, installation and delivery charges, and other direct
costs of, and other direct expenses paid or charged in connection with, such
purchase or construction and such financing) of such Property, (b) the principal
amount of the Indebtedness secured by such Lien does not exceed
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100% of such costs, and (c) such Lien does not extend to or cover any Property
other than such item of Property and any accessions, substitutions, or
improvements on, and proceeds from, such item, (ix) Liens securing Capital Lease
Obligations permitted to be incurred under the Indenture; provided, however,
that such Lien does not extend to any property other than that subject to the
underlying lease, (x) Liens to secure Indebtedness incurred pursuant to clause
(vi) of the definition of Permitted Indebtedness; provided, however, that (a)
any such Lien is created solely for the purpose of securing such Indebtedness,
(b) the principal amount of the Indebtedness secured by such Lien does not
exceed 100% of the purchase price for the Property acquired, and (c) such Lien
does not extend to or cover any Property other than the Property acquired and
any proceeds therefrom, (xi) Liens pursuant to leases and subleases of real
property which do not interfere with the ordinary conduct of the business of the
Company or any of its Subsidiaries and which are made on customary and usual
terms applicable to similar properties and do not extend to any property of the
Company or a Subsidiary other than the personal property located on such real
property, (xii) Liens securing reimbursement obligations under commercial
letters of credit, but only in or upon the goods the purchase of which were
financed by such letters of credit, (xiii) Liens arising under the Indenture in
favor of the Trustee for its own benefit or for the benefit of the holders,
(xiv) Liens resulting from the deposit of funds or government securities in
trust for the purpose of decreasing or defeasing Indebtedness of the Company and
its Subsidiaries so long as such deposit of funds or government securities and
such decreasing or defeasing of Indebtedness are permitted under the "Restricted
Payments" covenant, (xv) Liens constituting licenses not otherwise prohibited
under the terms of the Indenture, (xvi) setoff, chargeback, and other rights of
depository and collecting banks and other regulated financial institutions with
respect to money or instruments of the Company or its Subsidiaries on deposit
with or in the possession of such institutions, (xvii) any interest or title of
a lessor in the property subject to any Capital Lease Obligation permitted under
the Indenture or operating lease, (xviii) Liens on Equity Interests of
Unrestricted Subsidiaries, (xix) judgment or attachment Liens not giving rise to
an Event of Default, (xx) any Lien arising under a contract entered into by the
Company or any of its Subsidiaries to the extent such contract requires the
Company or such Subsidiary to lease equipment at a fair market rental rate to
the counterparty under such contract upon the occurrence of a default by the
Company or such Subsidiary, (xxi) Liens in connection with Sale and Leaseback
Transactions otherwise permitted under the Indenture; and (xxii) Liens to secure
Indebtedness in an aggregate amount not in excess of $2.0 million at any one
time outstanding and that (a) are not incurred in connection with the borrowing
of money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (b) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or any Subsidiary.
"Person" means any individual, corporation, partnership, limited liability
company or partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, or government (including any agency or political
subdivision thereof).
"Preferred Equity Interest" means any Equity Interest of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions, or liquidation proceeds of such Person over the
holders of any other Equity Interest issued by such Person.
"Property" or "property" of any Person means all types of real, personal,
tangible, intangible, or mixed property owned by such Person whether or not
included in the most recent consolidated balance sheet of such Person and its
Subsidiaries under GAAP.
"Public Equity Offering" means, with respect to any Person, a public
offering by such Person of some or all of its Common Equity Interests other than
Disqualified Equity Interests (however designated and whether voting or
non-voting) and any and all rights, warrants, or options to acquire such Equity
Interests.
"Purchase Money Indebtedness" means Indebtedness incurred to finance the
purchase price of Property (including Indebtedness existing at the time such
Property was acquired if such Indebtedness was assumed in connection with such
acquisition); provided that the principal amount of such Indebtedness does not
exceed 100% of the purchase price of such Property.
"Refinancing Indebtedness" means Indebtedness that refunds, refinances,
renews, or replaces ("refinances") any Indebtedness of the Company or its
Subsidiaries outstanding on the Issue Date or other Indebtedness permitted to be
incurred by the Company or its Subsidiaries pursuant to the terms of the
Indenture, whether involving the same or any other lender or creditor or group
of lenders or creditors, but only
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to the extent that (i) the Refinancing Indebtedness is subordinated to the Notes
or the Guarantees, as applicable, to at least the same extent as the
Indebtedness being refinanced, if at all, (ii) the Refinancing Indebtedness is
scheduled to mature either (a) no earlier than the Indebtedness being refinanced
or (b) after the maturity date of the Notes, (iii) except where such Refinancing
Indebtedness is Attributable Indebtedness, has a weighted average life to
maturity at the time such Refinancing Indebtedness is incurred that is equal to
or greater than the weighted average life to maturity of the Indebtedness being
refinanced, (iv) except where such Refinancing Indebtedness is Attributable
Indebtedness, such Refinancing Indebtedness is in an aggregate principal amount
that is less than or equal to the aggregate principal or accreted amount (in the
case of any Indebtedness issued with original issue discount, as such) then
outstanding under the Indebtedness being refinanced plus the amount of all fees
and expenses (including premiums and penalties) associated with such
refinancing), and (v) such Refinancing Indebtedness is incurred by the same
Person that initially incurred the Indebtedness being refinanced, except that
the Company or a Guarantor may incur Refinancing Indebtedness to refinance
Indebtedness of the Company or any Guarantor.
"Restricted Investment" means an Investment other than a Permitted
Investment.
"Restricted Payment" means any of the following: (i) the declaration or
payment of any dividend or any other distribution or payment on Equity Interests
of the Company or any Subsidiary thereof (including, without limitation, any
payment in connection with any merger or consolidation including the Company) or
any payment made to the direct or indirect holders (in their capacities as such)
of Equity Interests of the Company or any Subsidiary or Affiliate thereof (other
than (a) dividends or distributions payable solely in Equity Interests of the
Company (other than Disqualified Equity Interests) or in options, warrants, or
other rights to purchase Equity Interests of the Company (other than
Disqualified Equity Interests) or (b) dividends or distributions payable to the
Company or to a Wholly Owned Subsidiary of the Company), (ii) the purchase,
redemption, or other acquisition or retirement for value of any Equity Interests
of the Company or any Subsidiary or Affiliate thereof (other than Equity
Interests owned by the Company or a Wholly Owned Subsidiary, excluding
Disqualified Equity Interests), (iii) the making of any principal payment on, or
the purchase, defeasance, repurchase, redemption, or other acquisition or
retirement for value, prior to any scheduled maturity, scheduled repayment, or
scheduled sinking fund payment, of any Subordinated Indebtedness (except, if no
Default or Event of Default is continuing or would result therefrom, any such
payment, purchase, defeasance, repurchase, redemption, or other acquisition or
retirement for value made (a) out of Excess Proceeds available for general
corporate purposes if (1) such payment or other action is required by the
indenture or other agreement or instrument pursuant to which such Subordinated
Indebtedness was issued and (2) the Company has purchased all Notes and other
Senior Indebtedness properly tendered pursuant to an Asset Sale Offer required
under "-- Repurchase at the Option of Holders -- Asset Sales" or (b) upon the
occurrence of a Change of Control if (1) such payment or other action is
required by the indenture or other agreement or instrument pursuant to which
such Subordinated Indebtedness was issued and (2) the Company has purchased all
Notes and other Senior Indebtedness properly tendered pursuant to the Change of
Control Offer resulting from such Change of Control), or (iv) the making of any
Restricted Investment. For purposes of determining the amount expended for
Restricted Payments, cash distributed or invested shall be valued at the face
amount thereof and property other than cash shall be valued at its fair market
value.
"Sale and Lease-Back Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Subsidiary of the Company of any
real or tangible personal property, which (i) property has been or is to be
sold, conveyed, or transferred by the Company or such Subsidiary to such Person
in contemplation of such leasing and (ii) constitutes an Asset Sale permitted
under "-- Repurchase at the Option of Holders -- Asset Sales."
"Senior Indebtedness" means Indebtedness of any Person which is not
Subordinated Indebtedness.
"Significant Subsidiary" shall have the meaning set forth in Rule 1-02 of
Regulation S-X promulgated by the Commission.
"Subordinated Indebtedness" means Indebtedness of the Company or any
Guarantor which is expressly subordinated in right of payment to the Notes or a
Guarantee, as the case may be.
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"Subsidiary" of any specified Person means any corporation, partnership,
joint venture, association, or other business entity, whether now existing or
hereafter organized or acquired, (i) in the case of a corporation, of which more
than 50% of the total voting power of the Equity Interests entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, officers, or trustees thereof is held by such first-named Person or
any of its Subsidiaries or (ii) in the case of a partnership, joint venture,
association, or other business entity, with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the direction
of the management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with the first-named Person for
financial statement purposes. Notwithstanding the foregoing, an Unrestricted
Subsidiary shall not be deemed a Subsidiary of the Company other than for
purposes of the definition of Unrestricted Subsidiary, unless the Company shall
have designated such Unrestricted Subsidiary as a "Subsidiary" by written notice
to the Trustee. An Unrestricted Subsidiary may be designated as a Subsidiary at
any time by the Company by written notice to the Trustee; provided, however,
that (i) no Default or Event of Default shall have occurred and be continuing or
would arise therefrom and (ii) if such Unrestricted Subsidiary is an obligor of
any Indebtedness, any such designation shall be deemed to be an incurrence as of
the date of such designation by the Company of such Indebtedness and immediately
after giving effect to such designation, the Company could incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to the
covenant described under "Limitation on Additional Indebtedness."
"Temporary Cash Investments" means (i) United States dollars, (ii) any
evidence of Indebtedness issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality thereof (provided
the full faith and credit of the United States government is behind such
obligation) having maturities of not more than six months from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, demand deposits,
bankers' acceptances with maturities not exceeding six months, and overnight
bank deposits, in each case with any domestic commercial bank that is a member
of the Federal Reserve System and having capital and surplus in excess of $500.0
million, or whose short-term debt has the highest rating obtainable from Moody's
Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group ("S&P"),
(iv) any money market deposit account issued or offered by a domestic commercial
bank that is a member of the Federal Reserve System and having capital and
surplus in excess of $500.0 million, or whose short-term debt has the highest
rating obtainable from Moody's or S&P, (v) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clauses (ii) and (iii) above entered into with any financial institution meeting
the qualifications specified in clause (iii) above, (vi) commercial paper having
the highest rating obtainable from Moody's or S&P, and in each case maturing
within 180 days after the date of acquisition, and (vii) investments in money
market funds having assets in excess of $500.0 million, consisting solely of
investments of the types described in (i) through (vi) above.
"Unrestricted Subsidiary" means any Subsidiary of the Company which shall
have been designated as an Unrestricted Subsidiary in accordance with the
Indenture. An Unrestricted Subsidiary may be designated as a Subsidiary at a
later date in the manner provided in the definition of "Subsidiary" above.
"Wholly Owned Subsidiary" means any Subsidiary, all of the outstanding
Equity Interests (except directors' qualifying shares or shares required to be
held by foreign nationals, in each case to the extent mandated by applicable
law) of which are owned, directly or indirectly, by the Company.
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CERTAIN INCOME TAX CONSIDERATIONS
The following is a summary of certain United States federal income tax
consequences resulting from the acquisition, ownership, and disposition of the
Exchange Notes which may be relevant to a holder acquiring one or more of such
Exchange Notes for cash at original issuance. The following summary is of a
general nature only and is not intended to be, and should not be construed to
be, legal or tax advice to any prospective investor and no representation with
respect to the tax consequences of any particular investor is made.
The legal conclusions expressed in this summary are based upon current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury regulations ("Regulations"), judicial authority, and
administrative rulings and practice, all as in effect as of the date of this
Prospectus, and all of which are subject to change, either prospectively or
retroactively. There can be no assurance that the Internal Revenue Service (the
"Service") will not take a contrary view, and no rulings from the Service have
been or will be sought with respect to any matter involving the tax aspects of
the purchase, ownership, or exchange or other disposition of the Exchange Notes.
Legislative, judicial, or administrative changes or interpretations may be
forthcoming that could alter or modify the statements and conclusions set forth
herein.
This summary deals only with persons who will hold the Exchange Notes as
capital assets within the meaning of Section 1221 of the Code, and does not
address tax considerations applicable to investors who may be subject to special
tax rules, such as financial institutions, tax-exempt organizations, insurance
companies, dealers in securities or currencies, persons who hold Exchange Notes
as part of a "hedge," "straddle" or "conversion transaction" for tax purposes,
and persons who have a "functional currency" other than the U.S. dollar.
In addition, the description generally does not consider the effect of any
applicable foreign, state, local, or other tax laws or estate or gift tax
considerations.
PERSONS CONSIDERING THE ACQUISITION OF THE EXCHANGE NOTES SHOULD CONSULT
THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF U.S. FEDERAL INCOME TAX
LAWS, AS WELL AS THE LAWS OF ANY STATE, LOCAL, OR FOREIGN TAXING JURISDICTION,
TO THEIR PARTICULAR SITUATIONS AND THE POSSIBLE EFFECT OF CHANGES IN U.S.
FEDERAL OR OTHER TAX LAWS.
U.S. HOLDERS
The following discussion is limited to the United States federal income tax
consequences relevant to a holder of the Exchange Notes that is a U.S. Holder.
The term "U.S. Holder" refers to a person that is classified for U.S. federal
tax purposes as a U.S. person. For this purpose, a U.S. person includes (i) a
current or, in certain circumstances, former citizen or resident of the United
States, (ii) a corporation, limited liability company, partnership, or other
business entity created or organized under the laws of the United States or of
any state or political subdivision thereof (unless, in the case of a
partnership, the Treasury provides otherwise by Regulations), (iii) an estate
whose income is includable in gross income for U.S. federal income tax purposes
regardless of its source, (iv) a trust if (A) a U.S. court is able to exercise
primary supervision over the administration of the trust and (B) one or more
U.S. persons have authority to control all substantial decisions of the trust,
or (v) a person whose worldwide income or gain is otherwise subject to U.S.
federal income taxation on a net basis.
The Exchange Offer. Pursuant to recently finalized Regulations, the
exchange of Outstanding Notes for Exchange Notes pursuant to the Exchange Offer
should not constitute a significant modification of the terms of the Outstanding
Notes and, accordingly, such exchange should be treated as a "non-event" for
federal income tax purposes. Therefore, such exchange should have no federal
income tax consequences to U.S. Holders of Outstanding Notes who exchange such
notes for Exchange Notes, the holding period of an Exchange Note should include
the holding period of the Outstanding Note for which it was exchanged, the basis
of an Exchange Note should be the same as the basis of the Outstanding Note for
which it was exchanged, and each U.S. Holder of Exchange Notes should continue
to be required to include interest on the
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Outstanding Notes in its gross income in accordance with its method of
accounting for federal income tax purposes.
Payment of Interest. Stated interest on an Exchange Note generally will be
includable in the income of a U.S. Holder as ordinary income at the time such
interest is received or accrued, in accordance with such U.S. Holder's method of
accounting for United States federal income tax purposes. The Company is
obligated to pay additional interest amounts in the event of a Registration
Default (as defined). Under the Regulations, certain contingent payments on debt
instruments must be accrued into gross income by a holder (regardless of such
holder's method of accounting). However, any payment subject to a remote or
incidental contingency (i.e., there is a remote likelihood that the contingency
will occur or the potential amount of the contingent payment is insignificant
relative to the total expected amount of remaining payments) is not treated as a
contingent payment and is ignored until payment, if any, is actually made. The
Company intends to take the position that the additional interest payments
resulting from a Registration Default are subject to a remote or incidental
contingency. Accordingly, a U.S. Holder of a Note should report any additional
interest payments resulting from a Registration Default as ordinary income in
accordance with such holder's method of accounting for United States federal
income tax purposes.
Liquidated Damages. The Company intends to take the position that the
Liquidated Damages described above under "Description of the Exchange
Notes -- Registration Rights; Liquidated Damages" will be taxable to a U.S.
Holder as ordinary income in accordance with such holder's method of accounting
for federal income tax purposes. The Service, however, may take a different
position, which could affect the timing of both a U.S. Holder's income and the
Company's deduction with respect to such Liquidated Damages.
Original Issue Discount. If the Notes are not issued at a discount or are
deemed to be issued with no discount because such discount is de minimis, a U.S.
Holder will include in income as ordinary interest income the gross amount of
interest paid or payable in respect of the Notes as provided above in
"-- Payment of Interest." An original issue discount ("OID") will be considered
de minimis and, thus, will be treated as zero discount if the OID is less than
one-fourth ( 1/4) of one percent of the stated redemption price at maturity,
multiplied by the number of complete years to maturity. The Company expects that
the Notes will not have OID.
Market Discount. The resale of Notes may be affected by the "market
discount" provisions of the Code. For this purpose, the market discount on a
Note generally will be equal to the amount, if any, by which the stated
redemption price at maturity of the Note immediately after its acquisition
exceeds the U.S. Holder's tax basis in the Note. Subject to a de minimis
exception, these provisions generally require a U.S. Holder of a Note acquired
at a market discount to treat as ordinary income any gain recognized on the
disposition of such Note to the extent of the "accrued market discount" on such
Note at the time of disposition, unless the U.S. Holder elects to include
accrued market discount in income currently. In general, market discount on a
Note will be treated as accruing on a straight-line basis over the term of such
Note, or, at the election of the U.S. Holder, under a constant yield method. A
U.S. Holder of a Note acquired at a market discount who does not elect to
include accrued market discount in income currently may be required to defer the
deduction of a portion of the interest on any indebtedness incurred or
maintained to purchase or carry the Note until the Note is disposed of in a
taxable transaction.
The Registered Exchange Offer. Pursuant to Regulations, the exchange of
Outstanding Notes for Exchange Notes pursuant to the Registered Exchange Offer
should not constitute a significant modification of the terms of the Outstanding
Notes and, accordingly, such exchange should be treated as a "non-event" for
federal income tax purposes. Therefore, such exchange should have no federal
income tax consequences to U.S. Holders of Outstanding Notes, the holding period
of an Exchange Note should include the holding period of the Outstanding Note
for which it was exchanged, the basis of an Exchange Note should be the same as
the basis of the Outstanding Note for which it was exchanged, and each U.S.
Holder of Notes should continue to be required to include interest on the Notes
in its gross income in accordance with its method of accounting for federal
income tax purposes.
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Sale, Exchange, or Retirement of Notes. Upon the sale, exchange,
redemption, retirement, or other disposition of a Note, other than the exchange
of a Note for an Exchange Note (see "-- The Registered Exchange Offer" above), a
U.S. Holder of a Note generally will recognize gain or loss in an amount equal
to the difference between the amount of cash and the fair market value of any
property received on the sale, exchange, or retirement of the Note (other than
in respect of accrued and unpaid interest on the Note, which such amounts are
treated as ordinary interest income) and such U.S. Holder's adjusted tax basis
in the Note. Such gain or loss will be capital gain or loss, except to the
extent of any accrued market discount (see "-- Market Discount" above). The
Taxpayer Relief Act of 1997 made certain changes to the Code with respect to the
taxation of capital gains of noncorporate taxpayers. In general, the maximum tax
rate for noncorporate taxpayers on long-term capital gains is 20% with respect
to capital assets (including the Notes), but only if they have been held for
more than 18 months at the time of disposition. Gain realized by noncorporate
taxpayers on capital assets sold, having a holding period of more than one year
but not more than 18 months, is taxed as "mid-term" gain at a maximum 28% rate.
Backup Withholding and Information Reporting. In general, information
reporting requirements will apply to interest payments on the Notes made to U.S.
Holders other than certain exempt recipients (such as corporations) and to
proceeds realized by such U.S. Holders on dispositions of Notes. A 31% backup
withholding tax will apply to such amounts if the U.S. Holder (i) fails to
furnish its taxpayer identification number ("TIN"), which, for an individual, is
generally his social security number, within a reasonable time after request
therefor, (ii) furnishes an incorrect TIN, (iii) fails to report properly
interest or dividend income, or (iv) fails, under certain circumstances, to
provide a certified statement, signed under penalty of perjury, that the TIN
provided is its correct number and that it is not subject to backup withholding.
A U.S. Holder's failure to provide a correct TIN may also subject the holder to
Service penalties. The Company will also institute backup withholding if
instructed to do so by the Service. Any amount withheld from a payment to a U.S.
Holder under the backup withholding rules is allowable as a credit against such
U.S. Holder's federal income tax liability or may be refunded, provided that the
requisite procedures are followed. U.S. Holders of Notes should consult their
tax advisors as to their qualification for exemption from backup withholding and
the procedure for obtaining such an exemption.
NON-U.S. HOLDERS
This Section summarizes certain U.S. federal tax consequences of the
ownership and disposition of Notes by "Non-U.S. Holders." The term "Non-U.S.
Holder" refers to a person that is not classified for U.S. federal tax purposes
as a "United States person," as defined in "-- U.S. Holders" above.
Interest on Notes. In general, a Non-U.S. Holder will not be subject to
U.S. federal income tax or regular withholding tax with respect to interest
received or accrued on the Notes so long as (a) such interest is not effectively
connected with the conduct of a trade or business within the United States (or,
if an income tax treaty applies, is attributable to a United States permanent
establishment) of the Non-U.S. Holder, (b) the Non-U.S. Holder does not actually
or constructively own 10% or more of the total combined voting power of all
classes of stock of the Company entitled to vote, (c) the Non-U.S. Holder is not
(A) controlled by a foreign corporation for U.S. federal income tax purposes
that is related to the Company actually or constructively through stock
ownership, or (B) a bank that received the Note on an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its trade or
business and (d) either (i) the beneficial owner of the Note certifies to the
Company or its agent, under penalties of perjury, that it is not a U.S. Holder
and provides its name and address on U.S. Treasury Form W-8 (or on a suitable
substitute form) or (ii) the Note is held by a securities clearing organization,
bank, or other financial institution that holds customers' securities in the
ordinary course of its trade or business (a "financial institution") on behalf
of such Non-U.S. Holder and such financial institution certifies under penalties
of perjury that such a Form W-8 (or suitable substitute form) has been received
from the beneficial owner by it or by a financial institution between it and the
beneficial owner and furnishes the payor with a copy thereof. Except as provided
in the following paragraph, a Non-U.S. Holder that cannot satisfy the foregoing
requirements will be subject to U.S. federal income tax withholding at a rate of
30% (or lower treaty rate).
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101
If interest received on the Notes by a Non-U.S. Holder is effectively
connected to the conduct by such Non-U.S. Holder of a trade or business within
the United States (or, if an income tax treaty applies, is attributable to a
United States permanent establishment of the Non-U.S. Holder), such interest
will be subject to U.S. federal income tax on a net basis at the rates
applicable to U.S. persons generally (and, with respect to corporate Non-U.S.
Holders under certain circumstances, may also be subject to a 30% branch profits
tax). If payments are subject to U.S. federal income tax on a net basis in
accordance with the rules described in the preceding sentence, such payments
will not be subject to U.S. withholding tax so long as the Non-U.S. Holder
provides the Company or its paying agent with a properly executed Form 4224.
Gain on Disposition of Notes. Non-U.S. Holders generally will not be
subject to U.S. federal income taxation on gain recognized on a disposition of
Notes so long as (i) the gain is not effectively connected with the conduct by
the Non-U.S. Holder of a trade or business within the United States (or, if an
income tax treaty applies, is attributable to a United States permanent
establishment of the Non-U.S. Holder) and (ii) in the case of a Non-U.S. Holder
who is an individual, either such Non-U.S. Holder is not present in the United
States for 183 days or more in the taxable year of disposition or such Non-U.S.
Holder does not have a "tax home" (within the meaning of section 911(d)(3) of
the Code) in the United States.
U.S. Estate Tax. Notes owned or treated as owned by an individual who is
not a citizen or resident (as specially defined for U.S. federal estate tax
purposes) of the United States at the time of death ("Nonresident Decedent")
will not be includable in the Nonresident Decedent's gross estate for U.S.
federal estate tax purposes as a result of the Nonresident Decedent's death,
provided that, at the time of death, the Nonresident Decedent does not own,
actually or constructively, 10% or more of the total combined voting power of
all classes of stock of the Company and payments with respect to such Notes
would not have been effectively connected with the conduct of a trade or
business in the United States by the Nonresident Decedent. A Nonresident
Decedent's estate may be subject to U.S. federal estate tax on property
includable in the estate for U.S. federal estate tax purposes.
U.S. Information Reporting Requirements and Backup Withholding. Generally,
payments of interest, OID, premium or principal on the Notes to Non-U.S. Holders
will not be subject to information reporting or backup withholding if the
Non-U.S. Holder complies with the certification requirements set forth in clause
(d) under "-- Interest on Notes" above.
Non-U.S. Holders will not be subject to information reporting or backup
withholding with respect to the payment of proceeds from the disposition of
Notes, effected by, to or through the foreign office of a broker; provided,
however, that if the broker is a U.S. person or a U.S.-related person,
information reporting will apply unless the broker has documentary evidence in
its records as to the Non-U.S. Holder's foreign status (and has not actual
knowledge to the contrary), or the Non-U.S. Holder certifies as to its non-U.S.
status under penalty of perjury or otherwise establishes an exemption. Backup
withholding will not apply to payments made through a foreign office of a broker
that is a U.S. person or a U.S. related person (absent actual knowledge that the
payee is a U.S. person). For these purposes, a "U.S. related person" is (i) a
controlled foreign corporation for U.S. federal income tax purposes or (ii) a
foreign person 50% or more of whose gross income from all sources for the
three-year period ending with the close of its taxable year preceding the
payment (or for such part of the period that the broker has been in existence)
is derived from the activities that are effectively connected with the conduct
of a U.S. trade or business.
The payment of the proceeds from the disposition of a Note to or through
the U.S. office of any U.S. or foreign broker will be subject to information
reporting and possibly backup withholding unless the Non-U.S. Holder of the Note
certifies as to its foreign status under penalties of perjury or otherwise
establishes an exemption, provided that the broker does not have actual
knowledge that the Non-U.S. Holder is a U.S. person or that the conditions of
any other exemption are not, in fact, satisfied. The payment of the proceeds
from the disposition of a Note to or through a non-U.S. office of a non-U.S.
broker that is not a U.S. related person will not be subject to information or
backup withholding.
Amounts withheld under the backup withholding rules do not constitute a
separate U.S. federal income tax. Rather, amounts withheld under the backup
withholding rules from a payments to a Non-U.S. Holder will be allowed as a
credit against such Non-U.S. Holder's U.S. federal income tax liability, if any,
and any
94
102
amounts withheld in excess of such Non-U.S. Holder's U.S. federal income tax
liability will be refunded, provided that the requisite procedures are followed.
Prospective Final Regulations. On October 6, 1997, new Regulations ("New
Regulations") were issued that modify the requirements imposed on a Non-U.S.
Holder and certain intermediaries for establishing the recipient's status as a
Non-U.S. Holder eligible for exception from or reduction in U.S. withholding tax
and backup withholding described above. The New Regulations generally are
effective for payments made after December 31, 1998, subject to certain
transition rules. (However, new Temporary Regulations, effective for payments
made after December 31, 1997, require some Non-U.S. Holders to satisfy certain
residency requirements when claiming the benefits of an applicable income tax
treaty.) In general, the New Regulations do not significantly alter the
substantive withholding and information reporting requirements but rather unify
current certification procedures and forms and clarify reliance standards. In
addition the New Regulations impose more stringent conditions on the ability of
financial intermediaries acting for Non-U.S. Holders to provide certifications
on behalf of Non-U.S. Holders, which may include entering into an agreement with
the Service to audit certain documentation with respect to such certifications.
Non-U.S. Holders should consult their own tax advisors to determine the effects
of the application of the New Regulations to their particular circumstances.
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The Prospectus,
as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Notes received in exchange
for Outstanding Notes where such Outstanding Notes were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with such resale. In addition, until 25 days after the Expiration
Date, all dealers effecting transactions in the Exchange Notes may be required
to deliver a prospectus.
The Company will not receive any proceeds from any sale of Exchange Notes
by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer
that resells Exchange Notes that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of Exchange
Notes and any commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging that it will deliver and by delivering
a Prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Notes) other than commissions or concessions of any brokers or
dealers and will indemnify the Holders of the Notes (including any broker-
dealers) against certain liabilities, including liabilities under the Securities
Act.
95
103
LEGAL MATTERS
Certain legal matters will be passed on for the Company by O'Connor,
Cavanagh, Anderson, Killingsworth & Beshears, a professional association,
Phoenix, Arizona.
EXPERTS
The consolidated financial statements of the Company as of June 30, 1996
and 1997 and for each of the three years in the period ended June 30, 1997
incorporated by reference into this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference upon the authority of such
firm as experts in auditing and accounting in giving said reports.
96
104
RURAL/METRO CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Report of Independent Public Accountants.................... F-2
Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 1996 and
1997................................................... F-3
Consolidated Statements of Income for the years ended June
30, 1995, 1996 and 1997................................ F-4
Consolidated Statements of Changes in Stockholders' Equity
for the years ended June 30, 1995, 1996 and 1997....... F-5
Consolidated Statements of Cash Flows for the years ended
June 30, 1995, 1996 and 1997........................... F-6
Notes to Consolidated Financial Statements................ F-7
Consolidated Balance Sheets as of June 30, 1997 and
December 31, 1997 (unaudited).......................... F-20
Consolidated Statements of Income (unaudited) for the
three and six months ended December 31, 1996 and
1997................................................... F-21
Consolidated Statements of Cash Flows (unaudited) for the
six months ended December 31, 1996 and 1997............ F-22
Notes to Consolidated Financial Statements (unaudited).... F-23
F-1
105
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Rural/Metro Corporation:
We have audited the accompanying consolidated balance sheets of RURAL/METRO
CORPORATION (a Delaware corporation) and subsidiaries as of June 30, 1996 and
1997, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended June 30, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rural/Metro Corporation and
subsidiaries as of June 30, 1996 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
1997, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
August 21, 1997.
F-2
106
RURAL/METRO CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)
1996 1997
-------- --------
ASSETS
CURRENT ASSETS
Cash...................................................... $ 1,388 $ 3,398
Accounts receivable, net of allowance for doubtful
accounts of $26,571 and $35,814, respectively (Notes 1
and 4)................................................. 68,642 106,978
Inventories (Note 1)...................................... 5,170 8,645
Prepaid expenses and other................................ 5,710 7,162
-------- --------
Total current assets.............................. 80,910 126,183
PROPERTY AND EQUIPMENT, net (Notes 1 and 3)................. 48,401 70,645
INTANGIBLE ASSETS, net (Notes 1 and 2)...................... 96,373 160,282
OTHER ASSETS................................................ 4,430 6,956
-------- --------
$230,114 $364,066
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.......................................... $ 4,092 $ 4,359
Accrued liabilities (Note 1).............................. 14,806 17,244
Current portion of long-term debt (Notes 3 and 4)......... 6,610 9,814
-------- --------
Total current liabilities......................... 25,508 31,417
LONG-TERM DEBT, net of current portion (Notes 3 and 4)...... 60,731 144,643
NON-REFUNDABLE SUBSCRIPTION INCOME.......................... 12,582 13,367
DEFERRED INCOME TAXES (Note 9).............................. 9,060 10,772
OTHER LIABILITIES........................................... 2,267 4,059
-------- --------
Total liabilities................................. 110,148 204,258
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' EQUITY (Notes 2, 6 and 7)
Preferred stock, $.01 par value, 2,000,000 shares
authorized, none issued at June 30, 1996 and 1997...... -- --
Common stock, $.01 par value, 23,000,000 shares
authorized; 11,092,736 and 12,770,147 shares
outstanding at June 30, 1996 and 1997, respectively.... 113 130
Additional paid-in capital................................ 92,359 121,355
Retained earnings......................................... 30,181 40,334
Deferred compensation..................................... (1,448) (772)
Treasury stock, at cost, 149,456 shares at June 30, 1996
and 1997............................................... (1,239) (1,239)
-------- --------
Total stockholders' equity........................ 119,966 159,808
-------- --------
$230,114 $364,066
======== ========
The accompanying notes are an integral part of these consolidated balance
sheets.
F-3
107
RURAL/METRO CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JUNE 30, 1995, 1996 AND 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1995 1996 1997
-------- -------- --------
REVENUE
Ambulance services....................................... $127,461 $197,201 $257,488
Fire protection services................................. 32,274 38,770 42,163
Other.................................................... 11,848 14,292 20,154
-------- -------- --------
Total revenue.................................... 171,583 250,263 319,805
-------- -------- --------
OPERATING EXPENSES
Payroll and employee benefits............................ 90,843 135,464 170,833
Provision for doubtful accounts.......................... 22,263 31,036 43,424
Depreciation............................................. 6,654 9,778 12,136
Amortization of intangible assets........................ 2,074 3,569 4,660
Other operating expenses................................. 33,809 45,752 54,922
Loss contract/restructuring charge (Note 1).............. -- -- 6,026
-------- -------- --------
Total expenses................................... 155,643 225,599 292,001
-------- -------- --------
OPERATING INCOME........................................... 15,940 24,664 27,804
INTEREST EXPENSE, net (Note 4)............................. 3,059 5,108 5,720
-------- -------- --------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM.......... 12,881 19,556 22,084
PROVISION FOR INCOME TAXES (Note 9)........................ 5,288 8,044 9,364
-------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEM........................... 7,593 11,512 12,720
EXTRAORDINARY ITEM (Note 4)
Loss on early extinguishment of debt (net of tax effect
of $480).............................................. 693 -- --
-------- -------- --------
NET INCOME................................................. $ 6,900 $ 11,512 $ 12,720
======== ======== ========
BASIC EARNINGS PER SHARE
Income before extraordinary item......................... $ 0.96 $ 1.20 $ 1.10
Extraordinary item....................................... (0.09) -- --
-------- -------- --------
Net income....................................... $ 0.87 $ 1.20 $ 1.10
======== ======== ========
DILUTED EARNINGS PER SHARE (Note 1)
Income before extraordinary item......................... $ 0.92 $ 1.14 $ 1.04
Extraordinary item....................................... (0.08) -- --
-------- -------- --------
Net income....................................... $ 0.84 $ 1.14 $ 1.04
======== ======== ========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -- BASIC..... 7,924 9,570 11,585
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -- DILUTED... 8,249 10,075 12,271
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
108
RURAL/METRO CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1995, 1996 AND 1997
(DOLLARS IN THOUSANDS)
ADDITIONAL
PREFERRED COMMON PAID-IN RETAINED DEFERRED TREASURY
STOCK STOCK CAPITAL EARNINGS COMPENSATION STOCK TOTAL
--------- ------ ---------- -------- ------------ -------- --------
BALANCE, June 30, 1994.................. $ -- $ 78 $ 43,415 $ 6,885 $(1,790) $(1,239) $ 47,349
Issuance of 507,692 shares of common
stock for pooling-of-interests (Note
2).................................. -- 5 27 2,127 -- -- 2,159
---- ---- -------- ------- ------- ------- --------
BALANCE, June 30, 1994 as restated for
effect of pooling-of-interests........ -- 83 43,442 9,012 (1,790) (1,239) 49,508
Issuance of 682,331 shares of common
stock............................... -- 7 8,613 -- (205) -- 8,415
Tax benefit related to the exercise
and vesting of nonqualified stock
options and stock grants............ -- -- 376 -- -- -- 376
Amortization of deferred
compensation........................ -- -- -- -- 449 -- 449
Net income............................ -- -- -- 6,900 -- -- 6,900
---- ---- -------- ------- ------- ------- --------
BALANCE, June 30, 1995.................. -- 90 52,431 15,912 (1,546) (1,239) 65,648
Issuance of 657,329 shares of common
stock for pooling-of-interests (Note
2).................................. -- 7 151 2,757 -- -- 2,915
---- ---- -------- ------- ------- ------- --------
BALANCE, June 30, 1995 as restated for
effect of pooling-of-interests........ -- 97 52,582 18,669 (1,546) (1,239) 68,563
Issuance of 1,657,512 shares of common
stock net of offering costs of
$2,506.............................. -- 16 38,795 -- (535) -- 38,276
Tax benefit related to the exercise
and vesting of nonqualified stock
options and stock grants............ -- -- 982 -- -- -- 982
Amortization of deferred
compensation........................ -- -- -- -- 633 -- 633
Net income............................ -- -- -- 11,512 -- -- 11,512
---- ---- -------- ------- ------- ------- --------
BALANCE, June 30, 1996.................. -- 113 92,359 30,181 (1,448) (1,239) 119,966
Issuance of 361,970 shares of common
stock for pooling-of-interests (Note
2).................................. -- 4 -- (2,567) -- -- (2,563)
---- ---- -------- ------- ------- ------- --------
BALANCE, June 30, 1996 as restated for
effect of pooling-of-interests........ -- 117 92,359 27,614 (1,448) (1,239) 117,403
Issuance of 1,315,441 shares of common
stock............................... -- 13 24,129 -- -- -- 24,142
Tax benefit related to the exercise
and vesting of nonqualified stock
options and stock grants............ -- -- 4,867 -- -- -- 4,867
Amortization of deferred
compensation........................ -- -- -- -- 676 -- 676
Net income............................ -- -- -- 12,720 -- -- 12,720
---- ---- -------- ------- ------- ------- --------
BALANCE, June 30, 1997.................. $ -- $130 $121,355 $40,334 $ (772) $(1,239) $159,808
==== ==== ======== ======= ======= ======= ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
109
RURAL/METRO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1995, 1996 AND 1997
(IN THOUSANDS)
1995 1996 1997
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................................... $ 6,900 $ 11,512 $ 12,720
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Extraordinary item.................................... 693 -- --
Depreciation and amortization......................... 8,728 13,347 16,796
Amortization of deferred compensation................. 449 633 676
Amortization of gain on sale of real estate........... (103) (103) (103)
Provision for doubtful accounts....................... 22,263 31,036 43,424
Changes in assets and liabilities, net of effect of
businesses acquired
Increase in accounts receivable....................... (31,369) (52,474) (75,352)
Increase in inventories............................... (996) (1,684) (2,651)
Increase in prepaid expenses and other................ (273) (2,937) (1,867)
Increase (decrease) in accounts payable............... 1,946 (1,653) (1,255)
Increase (decrease) in accrued liabilities............ (1,586) 1,334 (4,380)
Increase in non-refundable subscription income........ 931 788 124
Increase in deferred income taxes..................... 966 1,580 806
-------- -------- --------
Net cash provided by (used in) operating
activities..................................... 8,549 1,379 (11,062)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit facility, net............. 34,900 15,100 86,000
Repayment of debt and capital lease obligations.......... (10,784) (20,346) (21,328)
Borrowings of debt....................................... 2,702 2,016 --
Issuance of common stock................................. 998 38,048 10,310
-------- -------- --------
Net cash provided by financing activities........ 27,816 34,818 74,982
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for businesses acquired (Note 2)............... (32,914) (17,164) (35,512)
Capital expenditures..................................... (11,474) (18,237) (23,872)
Increase in other assets................................. (926) (308) (2,526)
-------- -------- --------
Net cash used in investing activities............ (45,314) (35,709) (61,910)
-------- -------- --------
INCREASE (DECREASE) IN CASH................................ (8,949) 488 2,010
CASH, beginning of year.................................... 9,849 900 1,388
-------- -------- --------
CASH, end of year.......................................... $ 900 $ 1,388 $ 3,398
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
110
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND OPERATIONS
Rural/Metro Corporation, a Delaware corporation, and its subsidiaries
(collectively, the Company) is a diversified emergency services company
providing ambulance transport services, fire protection and training services,
and home health care services and equipment in 21 states, Canada and Latin
America. The Company provides "911" emergency and general transport ambulance
services to patients on both a fee-for-service basis and a non-refundable
subscription fee basis. Fire protection services are provided either under
contracts with municipalities or fire districts, or on a non-refundable
subscription fee basis to individual homeowners or commercial property owners.
The Company depends on certain contracts with municipalities or fire
districts to provide "911" emergency ambulance services and fire protection
services. The five largest contracts accounted for 30%, 22%, and 18% of total
revenue for the fiscal years ended June 30, 1995, 1996 and 1997, respectively,
with the largest of the five contracts accounting for 9%, 7%, and 5%,
respectively, of total revenue for the same periods. These contracts are subject
to requests for proposals, competitive bid processes or renegotiation upon
expiration and may be subject to termination for failure to meet performance
criteria.
PRINCIPLES OF CONSOLIDATION
The financial statements include the accounts of Rural/Metro Corporation
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation.
REVENUE RECOGNITION
Ambulance service fees are recorded net of Medicare, Medicaid and other
reimbursement limitations and recognized when services are provided. During the
years ended June 30 1995, 1996 and 1997, the Company derived approximately 33%,
27% and 26%, respectively, of its net ambulance fee collections from Medicare
and 12%, 11% and 10%, respectively, from Medicaid. Provision for doubtful
accounts is recorded for the expected difference between net ambulance service
fees and amounts actually collected. The continuing efforts of third party
payors to control expenditures for health care could affect the revenue, cash
flows and profitability of the Company.
During August 1997, President Clinton signed the "Balanced Budget Act of
1997" (the Act). The Act provides for certain changes to the Medicare
reimbursement system. These changes include, among other things, the creation of
a Medicare Payment Advisory Commission to review payment policies and health
care delivery, and make recommendations to Congress concerning such payment
policies.
In addition, the Act provides for the development and implementation of a
prospective fee schedule, by January 2000, for ambulance services. The Act
mandates that this fee schedule be developed through a negotiated rulemaking
process and must consider the following: (i) data from industry and other
organizations involved in the delivery of ambulance services, (ii) mechanisms to
control increases in expenditures for ambulance services, (iii) appropriate
regional and operational differences, (iv) adjustments to payment rates to
account for inflation and other relevant factors, and (v) the phase-in of
payment rates under the fee schedule in an efficient and fair manner. Medicare
reimbursement for ambulance services provided during calendar years 1998 and
1999 will be increased by the Consumer Price Index (CPI) less one percentage
point.
The Act also stipulates that individual states may now elect to no longer
provide payment for Medicare cost-sharing for coinsurance, or copayments, for
Medicaid beneficiaries. The Act also extended Medicare coverage for certain
paramedic services provided in rural areas.
Due to the uncertainty associated with the negotiation and subsequent
outcome of the prospective fee schedule, the Company is unable to predict the
ultimate impact of the Act. However, future impact of the
F-7
111
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Act, together with the financial instability of private third-party payors,
budget pressures on payor sources and cost shifting by government, could
influence the timing and, potentially, the ultimate receipt of reimbursements.
Revenue generated under fire protection service contracts is recognized
over the life of the contract. Subscription fees received in advance are
deferred and recognized over the term of the subscription agreement, generally
one year.
Other revenue is comprised primarily of fees associated with alternative
transportation services and home health care services and is recognized when the
services are provided.
EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", which
supersedes Accounting Principles Board (APB) Opinion No. 15, the existing
authoritative guidance. The statement modifies the calculation of primary and
fully diluted EPS and replaces them with basic and diluted EPS. SFAS No. 128 is
effective for financial statements for both interim and annual periods presented
after December 15, 1997 and as a result, all prior period earnings per share
(EPS) data presented has been restated.
A reconciliation of the numerators (income before extraordinary item) and
denominators (weighted average number of shares outstanding) of the basic and
diluted EPS computations before extraordinary item for the years ended June 30,
1995, 1996 and 1997 is as follows (in thousands, except per share amounts):
1995 1996 1997
--------------------------------------- --------------------------------------- -----------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE INCOME
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR)
Basic EPS............ $7,593 7,924 $0.96 $11,512 9,570 $1.20 $12,720
===== =====
Effect of stock
options............ -- 325 -- 505 --
------ ----- ------- ------ -------
Diluted EPS.......... $7,593 8,249 $0.92 $11,512 10,075 $1.14 $12,720
====== ===== ===== ======= ====== ===== =======
1997
-------------------------
SHARES PER SHARE
(DENOMINATOR) AMOUNT
Basic EPS............ 11,585 $1.10
=====
Effect of stock
options............ 686
------
Diluted EPS.......... 12,271 $1.04
====== =====
INVENTORIES
Inventories, consisting of ambulance, fire and home health care supplies,
are stated at the lower of cost, on a first-in, first-out basis, or market.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, net of accumulated depreciation,
and is depreciated over the estimated useful lives using the straight-line
method. Equipment and vehicles are depreciated over three to ten years and
buildings are depreciated over fifteen to thirty years. Property and equipment
held under capital leases is stated at the present value of minimum lease
payments, net of accumulated amortization. These assets are amortized over the
lesser of the lease term or the estimated useful life of the underlying assets
using the straight-line method. Major additions and improvements are
capitalized; maintenance and repairs which do not improve or significantly
extend the life of assets are expensed as incurred.
INTANGIBLE ASSETS
Intangible assets include costs in excess of the fair value of net assets
of businesses acquired of $95,827,000 and $159,949,000 and covenants not to
compete of $546,000 and $333,000 at June 30, 1996 and 1997, respectively. Costs
in excess of the fair value of net assets acquired are amortized over
twenty-five to thirty-five years using the straight-line method. Covenants not
to compete are amortized using the straight-
F-8
112
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
line method over the term of the related agreements, generally three to five
years. Accumulated amortization of these intangible assets was $6,092,000 and
$10,318,000 at June 30, 1996 and 1997, respectively.
ACCRUED LIABILITIES
Included in accrued liabilities is $6,450,000 and $7,556,000 for salaries,
wages and related payroll expenses and $1,618,000 and $1,679,000 for accrued
insurance premiums at June 30, 1996 and 1997, respectively.
LOSS CONTRACT/RESTRUCTURING CHARGE
During the year ended June 30, 1997 the Company recorded a pre-tax charge
of $6.0 million. Included in this amount was an allowance of $3.2 million
related to an unprofitable ambulance service contract of which $2.0 million of
the allowance remains at June 30, 1997. Also included was a pre-tax
restructuring charge of $2.8 million relating to the integration of ambulance
company acquisitions. The charge consists primarily of severance costs and other
costs related to the elimination of redundant functions. Management expects the
integration to be completed during fiscal 1998. The entire $2.8 million
allowance remains at June 30, 1997. Both allowances are included in accrued
liabilities on the accompanying consolidated balance sheets.
CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash equivalents and
accounts receivable. The Company places its cash equivalents with
federally-insured institutions and limits the amount of credit exposure to any
one institution. Concentrations of credit risk with respect to accounts
receivable are limited due to the large number of customers comprising the
Company's credit base and the geographical dispersion of the customers.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments has been determined by
the Company using available market information and valuation methodologies.
Considerable judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates may not be indicative of the
amounts that the Company could realize in a current market exchange. The use of
different market assumptions or valuation methodologies could have a material
effect on the estimated fair value assumptions. The carrying values of cash,
accounts receivable, accounts payable, accrued liabilities and other liabilities
approximate fair value due to the short-term maturities of these instruments.
The revolving line of credit approximates fair value as it bears interest at a
rate indexed to LIBOR. The note payable and capital lease obligations
approximate fair value as rates on these instruments, in the aggregate,
approximate market rates currently available for instruments with similar terms
and remaining maturities.
(2) ACQUISITIONS
The Company acquired the operations of eighteen companies during the year
ended June 30, 1996 and the operations of nineteen companies during the year
ended June 30, 1997. Fifteen of the acquisitions completed in the year ended
June 30, 1996 were accounted for as purchases in accordance with APB Opinion
F-9
113
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
No. 16. Three acquisitions were accounted for as poolings-of-interests and were
not considered significant; accordingly, prior year financial statements have
not been restated. Seventeen of the acquisitions completed during the year ended
June 30, 1997 were accounted for as purchases in accordance with APB Opinion No.
16 and, accordingly, the purchased assets and assumed liabilities were recorded
at their estimated fair values at each respective acquisition date. Two
acquisitions were accounted for as a poolings-of-interests in accordance with
APB Opinion No. 16. The acquisitions accounted for as poolings-of-interests were
not considered significant; accordingly, prior year financial statements have
not been restated. Adjustments, if any, to the purchase price allocations are
not expected to have a material impact on the accompanying consolidated
financial statements.
The aggregate purchase price of the operations accounted for as purchases
in each year ended June 30 consisted of the following:
1996 1997
------- -------
(IN THOUSANDS)
Cash..................................................... $17,164 $35,512
Common stock............................................. 1,212 18,699
Notes payable to sellers................................. 4,673 4,477
Assumption of liabilities................................ 8,221 23,915
------- -------
Total.......................................... $31,270 $82,603
======= =======
The Company issued 657,329 and 361,970 shares of its common stock in
connection with the pooling-of-interests transactions completed during the years
ended June 30, 1996 and 1997, respectively.
The fair value of the assets purchased has been allocated as follows:
1996 1997
------- -------
(IN THOUSANDS)
Property and equipment................................... $ 3,330 $ 8,629
Intangible assets........................................ 25,752 67,423
Other assets............................................. 2,188 6,551
------- -------
Total.......................................... $31,270 $82,603
======= =======
The following consolidated pro forma financial information was prepared
assuming that each acquisition had occurred as of the beginning of each fiscal
year. This pro forma information does not necessarily reflect the results of
operations that would have occurred had the acquisitions taken place at the
beginning of each fiscal year and is not necessarily indicative of results that
may be obtained in the future (unaudited):
YEAR ENDED JUNE 30,
--------------------------
1996 1997
----------- -----------
(IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
Revenue................................................ $348,539 $375,511
Net income............................................. $ 16,164 $ 15,070
Earnings per share..................................... $ 1.38 $ 1.13
Subsequent to June 30, 1997 the Company purchased either all the issued and
outstanding stock or certain assets of four ambulance service providers with
operations in Alabama, Georgia, Mississippi, New Jersey, New York and Tennessee.
The combined purchase price of the operations accounted for as purchases was
$6.1 million. The Company paid cash of $3.7 million, issued notes payable to
sellers of $1.2 million and assumed $1.2 million of liabilities. The Company
issued 641,009 shares related to two of the acquisitions which were recorded as
pooling-of-interests transactions.
F-10
114
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(3) PROPERTY AND EQUIPMENT
Property and equipment, including equipment held under capital leases,
consisted of the following:
JUNE 30,
--------------------
1996 1997
-------- --------
(IN THOUSANDS)
Equipment.............................................. $ 30,455 $ 37,040
Vehicles............................................... 42,596 57,312
Land and buildings..................................... 9,786 13,736
Leasehold improvements................................. 2,612 5,546
-------- --------
85,449 113,634
Less: Accumulated depreciation......................... (37,048) (42,989)
-------- --------
$ 48,401 $ 70,645
======== ========
The Company acquired equipment of $3,603,000 and $2,698,000 under capital
lease and other financing agreements during the years ended June 30, 1995 and
1996, respectively. No equipment was acquired under capital lease or other
financing agreements during the year ended June 30, 1997.
The Company held vehicles and equipment with a net carrying value of
$7,528,000 and $7,748,000 at June 30, 1996 and 1997, respectively, under capital
lease agreements. Accumulated depreciation on these assets totaled 6,823,000 and
8,367,000 at June 30, 1996 and 1997, respectively.
(4) CREDIT AGREEMENTS AND BORROWINGS
Notes payable and capital lease obligations consisted of the following:
JUNE 30,
-------------------
1996 1997
------- --------
(IN THOUSANDS)
Revolving credit facility............................... $49,500 $134,000
Unsecured promissory notes payable from acquisitions at
varying rates, from 7.0% to 9.0%, due through 2000.... 9,821 6,518
Capital lease obligations and other notes payable,
collateralized by property and equipment, at varying
rates, from 5.94% to 20.0%, due through 2001.......... 8,020 13,939
------- --------
67,341 154,457
Less: Current maturities................................ (6,610) (9,814)
------- --------
$60,731 $144,643
======= ========
REVOLVING CREDIT FACILITY
During September 1995, the Company funded a fully underwritten credit
agreement for a $125.0 million revolving credit facility. The Company used the
proceeds from the facility to repay the Company's then existing revolving credit
facility and its notes payable. Costs previously deferred related to certain
indebtedness resulted in an extraordinary charge to earnings of $693,000, net of
a $480,000 tax benefit, or $.08 per share in the year ended June 30, 1995. In
May 1997, the credit agreement was increased form $125.0 million to $175.0
million. This six-year revolving credit facility is priced at the prime rate or
a LIBOR-based rate. The LIBOR-based rates range from LIBOR plus 0.75% to LIBOR
plus 1.75% depending upon the Company meeting certain financial covenants.
Beginning September 30, 1999, the amount available under the facility begins to
reduce at three-month intervals until the termination date at September 30,
2001. The facility is collateralized
F-11
115
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
by the Company's accounts and notes receivable, common stock of its subsidiaries
and partnership interests. The Company is required to meet certain financial
covenants as defined in the credit agreement. At June 30, 1997, the Company had
approximately $37.0 million available under the revolving credit facility.
At June 30, 1997, the revolving credit facility was priced at LIBOR plus
1.125%. The weighted average interest rate on the revolving credit facility was
6.96% and 6.81% at June 30, 1996 and 1997, respectively.
Aggregate debt maturities for each of the years ending June 30 are as
follows:
NOTES PAYABLE CAPITAL LEASES
------------- --------------
(IN THOUSANDS)
1998.............................................. $ 7,260 $ 3,179
1999.............................................. 4,712 2,366
2000.............................................. 1,062 1,368
2001.............................................. 19,877 220
2002.............................................. 115,006 28
Thereafter........................................ 383 128
-------- -------
$148,300 7,289
========
Less: Amounts representing interest............. (1,132)
-------
$ 6,157
=======
The Company incurred interest expense of $3,167,000, $5,205,000 and
$5,739,000 and paid interest of $2,863,000, $5,324,000 and $6,223,000 in the
years ended June 30, 1995, 1996 and 1997, respectively.
The Company had outstanding letters of credit totaling $3,787,000 and
$3,980,000 at June 30, 1996 and 1997, respectively.
(5) COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
The Company leases various facilities and equipment under non-cancelable
operating lease agreements. Rental expense charged to operations under these
leases was $4,002,000, $5,345,000 and $6,625,000 for the years ended June 30,
1995, 1996 and 1997, respectively.
Minimum rental commitments under non-cancelable operating leases for each
of the years ending June 30 are as follows (in thousands):
1998................................................ $4,367
1999................................................ 3,797
2000................................................ 3,123
2001................................................ 2,453
2002................................................ 1,589
Thereafter.......................................... 4,585
OTHER
The Company is a party to various lawsuits arising in the ordinary course
of business. Management believes, based upon discussions with legal counsel,
that losses, if any, will be substantially covered under insurance policies and
will not have a material adverse effect on the consolidated financial
statements.
F-12
116
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(6) EMPLOYEE BENEFIT PLANS
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
The Company established the ESOP in 1979 and makes contributions to the
ESOP at the discretion of the Board of Directors. The Board of Directors
approved voluntary contributions of $290,000, $100,000 and $300,000 for the
years ended June 30, 1995, 1996 and 1997, respectively. The ESOP held, for the
benefit of all participants, approximately 10% and 8% as of June 30, 1996 and
1997, respectively, of the outstanding common stock of the Company. The ESOP is
administered by the ESOP's Administrative Committee, consisting of certain
members of the Board of Directors of the Company.
Most full and part-time employees of the Company who have completed 200
work hours per year and have reached age 21 are eligible for admission to the
ESOP. Each participant's account vests 20% after three years of service and an
additional 20% each year thereafter.
EMPLOYEE STOCK PURCHASE PLAN
The Company has an Employee Stock Purchase Plan (ESPP) through which
eligible employees may purchase shares of the Company's common stock, at
semi-annual intervals, through periodic payroll deductions. The ESPP is a
qualified employee benefit plan under Section 423 of the Internal Revenue Code.
The Company has reserved 150,000 shares of stock for issuance under the ESPP.
The purchase price per share will be the lower of 85% of the closing price of
the stock on the first day or the last day of the offering period or on the
nearest prior day on which trading occurred on the NASDAQ National Market
System. As of June 30, 1997, 84,891 shares of common stock have been issued
under the ESPP.
1992 STOCK OPTION PLAN
The Company's 1992 Stock Option Plan was adopted in November 1992 and
provides for the granting of options to acquire common stock of the Company,
direct granting of the common stock of the Company (Stock Awards), the granting
of stock appreciation rights (SARs), or the granting of other cash awards (Cash
Awards) (Stock Awards, SARs and Cash Awards are collectively referred to herein
as Awards). At June 30, 1997, the maximum number of shares of common stock
issuable under the 1992 Plan was 3,390,750. Options may be granted as incentive
stock options or non-qualified stock options.
Options and Awards may be granted only to persons who at the time of grant
are either (i) key personnel (including officers) of the Company or (ii)
consultants and independent contractors who provide valuable services to the
Company. Options that are incentive stock options may be granted only to key
personnel of the Company.
The 1992 Plan, as amended, provides for the automatic grant of options to
acquire the Company's common stock (the Automatic Grant Program), whereby each
non-employee member of the Board of Directors will be granted an option to
acquire 2,500 shares of common stock annually. Each non-employee member of the
Board of Directors also will receive an annual automatic grant of options to
acquire an additional number of shares equal to 1,000 shares for each $0.05
increase in the Company's earnings per share, subject to a maximum of 5,000
additional options. New non-employee members of the Board of Directors will
receive options to acquire 10,000 shares of common stock on the date of their
first appointment or election to the Board of Directors.
The expiration date, maximum number of shares purchasable and the other
provisions of the options will be established at the time of grant. Options may
be granted for terms of up to ten years and become exercisable in whole or in
one or more installments at such time as may be determined by the Plan
Administrator upon grant of the options. Options granted to date vest over
periods not exceeding five years. The exercise price of options will be
determined by the Plan Administrator, but may not be less than 100%
F-13
117
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(110% if the option is granted to a stockholder who at the date the option is
granted owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of its subsidiaries) of the fair
market value of the common stock at the date of the grant.
Awards granted in the form of SARs would entitle the recipient to receive a
payment equal to the appreciation in market value of a stated number of shares
of common stock from the price stated in the award agreement to the market value
of the common stock on the date first exercised or surrendered. The Plan
Administrator may determine such terms, conditions, restrictions and/or
limitations, if any, on any SARs.
The 1992 Plan states that it is not intended to be the exclusive means by
which the Company may issue options or warrants to acquire its common stock,
Awards or any other type of award. To the extent permitted by applicable law,
the Company may issue any other options, warrants or awards other than pursuant
to the 1992 Plan without shareholder approval. The 1992 Plan will remain in
force until November 5, 2002.
The following summarizes the activity for the stock options:
YEAR ENDED JUNE 30, 1995
---------------------------------------------
WEIGHTED
NUMBER OF EXERCISE PRICE AVERAGE
SHARES PER SHARE EXERCISE PRICE
--------- --------------- --------------
Options outstanding at beginning of year..... 842,880 $ 5.60 - $19.50 $10.52
Granted.................................... 425,825 $17.25 - $18.75 $17.45
Canceled................................... (49,750) $ 8.04 - $17.25 $ 8.32
Exercised.................................. (73,000) $ 5.60 - $ 8.04 $ 5.95
---------
Options outstanding at end of year........... 1,145,955 $ 5.60 - $19.50 $12.74
=========
Options exercisable at end of year........... 421,255 $ 5.60 - $19.50 $ 8.97
=========
Options available for grant at end of year... 1,196,050
=========
YEAR ENDED JUNE 30, 1996
-----------------------------------------------
NUMBER OF EXERCISE PRICE WEIGHTED AVERAGE
SHARES PER SHARE EXERCISE PRICE
--------- --------------- ----------------
Options outstanding at beginning of
year.................................... 1,145,955 $ 5.60 - $19.50 $12.74
Granted................................. 841,750 $22.50 - $24.25 $24.00
Canceled................................ (6,000) $24.00 $24.00
Exercised............................... (155,330) $ 5.60 - $17.25 $11.50
---------
Options outstanding at end of year........ 1,826,375 $ 5.60 - $24.25 $18.37
=========
Options exercisable at end of year........ 495,205 $ 5.60 - $19.50 $12.05
=========
Options available for grant at end of
year.................................... 1,573,820
=========
Weighted average fair value per share of
options granted......................... $9.80
==========
YEAR ENDED JUNE 30, 1997
-----------------------------------------------
NUMBER OF EXERCISE PRICE WEIGHTED AVERAGE
SHARES PER SHARE EXERCISE PRICE
--------- --------------- ----------------
Options outstanding at beginning of
year.................................... 1,826,375 $ 5.60 - $24.25 $18.37
Granted................................. 944,489 $31.25 - $36.00 $32.27
Canceled................................ (137,875) $ 8.04 - $32.25 $24.48
Exercised............................... (331,592) $ 5.60 - $24.00 $13.97
---------
Options outstanding at end of year........ 2,301,397 $ 5.60 - $36.00 $24.45
=========
Options exercisable at end of year........ 899,572 $ 5.60 - $32.25 $21.42
=========
Options available for grant at end of
year.................................... 767,206
=========
Weighted average fair value per share of
options granted......................... $10.25
===========
F-14
118
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------ ----------------------------
WEIGHTED
AVERAGE
REMAINING WEIGHTED WEIGHTED
RANGE OF OPTIONS CONTRACTUAL AVERAGE OPTIONS AVERAGE
EXERCISE PRICES OUTSTANDING LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
- --------------- ----------- ----------- -------------- ----------- --------------
$ 5.60 -
$ 8.04....... 116,783 5.00 $ 6.77 102,755 $ 6.59
$13.00 -
$18.75....... 564,875 6.72 16.61 271,203 16.42
$24.00 -
$24.50....... 744,625 8.19 23.99 331,875 23.98
$31.25 -
$36.00....... 875,114 9.16 32.27 193,739 31.89
--------- ---- ------ ------- ------
2,301,397 8.04 $24.45 899,572 $21.42
========= ==== ====== ======= ======
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123
During 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation", which defines a fair value based method of accounting for an
employee stock option or similar equity instruments and encourages all entities
to adopt that method of accounting for all of their employee stock compensation
plans. However, it also allows an entity to continue to measure compensation
cost related to stock options issued to employees under these plans using the
method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock
Issued to Employees". Entities electing to remain with the accounting in APB
Opinion No. 25 must make pro forma disclosures of net income and earnings per
share, as if the fair value based method of accounting defined in SFAS No. 123
had been applied.
The Company has elected to account for its stock-based compensation plans
under APB Opinion No. 25; therefore, no compensation cost is recognized in the
accompanying financial statements for stock-based employee awards. However, the
Company has computed, for pro forma disclosure purposes, the value of all
options and ESPP shares granted during 1996 and 1997, using the Black-Scholes
option pricing model with the following weighted average assumptions:
YEAR ENDED JUNE 30,
------------------------------------------
1996 1997
------------------ ------------------
OPTIONS ESPP OPTIONS ESPP
------- ----- ------- -----
Risk free interest rate............. 6.14% 5.68% 6.23% 5.90%
Expected dividend yield............. 0.00% 0.00% 0.00% 0.00%
Expected lives in years (after
vesting for options).............. 1.59 0.5 1.59 0.5
Expected volatility................. 33.41% 32.59% 36.50% 43.60%
The total value of options and ESPP shares granted was computed to be the
following approximate amounts, which would be amortized on the straight-line
basis over the vesting period (in thousands):
OPTIONS ESPP
------- ----
For year ended June 30, 1996............... $ 8,250 $212
For year ended June 30, 1997............... $16,500 $306
If the Company had accounted for its stock-based compensation plans using a
fair value based method of accounting, the Company's year end net income and
earnings per common stock and common stock equivalent would have been reported
as follows:
YEAR ENDED JUNE 30,
----------------------
1996 1997
--------- ---------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
Net income:
Historical............................................. $11,512 $12,720
Pro forma.............................................. 8,352 8,013
Earnings per common stock and common stock equivalent:
Historical............................................. $ 1.14 $ 1.04
Pro forma.............................................. $ 0.85 $ 0.65
F-15
119
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The effects of applying SFAS 123 for providing pro forma disclosures for
1996 and 1997 are not likely to be representative of the effects on reported net
income and earnings per common stock and common stock equivalent for future
years, because options vest over several years and additional awards are made
each year.
401(K) PLAN
The Company has a contributory retirement plan (the 401(k) Plan) covering
eligible employees with at least one month of service. The 401(k) Plan is
designed to provide tax-deferred income to the Company's employees in accordance
with the provisions of Section 401(k) of the Internal Revenue Code.
The 401(k) Plan provides that each participant may contribute up to 12% of
their respective salary, not to exceed the statutory limit. The Company may
elect to make a fixed-matching contribution to each participant's account of up
to 2% of total annual cash compensation received by respective participants
and/or a discretionary-matching contribution in an amount equal to a percentage
of the contribution made by participants as determined by the Board of
Directors. Under the terms of the 401(k) Plan, the Company may also make
discretionary profit sharing contributions. Profit sharing contributions are
allocated among participants based on their annual compensation. Each
participant has the right to direct the investment of his or her funds among
certain named plans. The Company made fixed-matching contributions to the 401(k)
Plan aggregating approximately $995,000 and $1,515,000 for the 401(k) Plan years
ended December 31, 1995 and 1996, respectively.
(7) STOCKHOLDERS' EQUITY
PREFERRED STOCK
In August 1995, the Company's Board of Directors adopted a shareholder
rights plan, which authorized the distribution of one right to purchase one
one-thousandth of a share of $0.01 par value Series A Junior Participating
Preferred Stock (a Right) for each share of common stock of the Company. Rights
will become exercisable following the tenth day (or such later date as may be
determined by the Board of Directors) after a person or group (a) acquires
beneficial ownership of 15% or more of the Company's common stock or (b)
announces a tender or exchange offer, the consummation of which would result in
ownership by a person or group of 15% or more of the Company's common stock.
Upon exercise, each Right will entitle the holder (other than the party
seeking to acquire control of the Company) to acquire shares of the common stock
of the Company or, in certain circumstances, such acquiring person at a 50%
discount from market value. The Rights may be terminated by the Board of
Directors at any time prior to the date they become exercisable at a price of
$0.01 per Right; thereafter, they may be redeemed for a specified period of time
at $0.01 per Right.
COMMON STOCK
In April 1996, the Company issued 1,367,500 shares of common stock at
$27.25 per share, generating $34.8 million. The proceeds were used to reduce the
outstanding balance on the Company's revolving credit facility.
(8) RELATED PARTY TRANSACTIONS
The Company incurred legal fees of approximately $158,000, $122,000 and
$139,000 for the years ended June 30, 1995, 1996 and 1997, respectively, with a
law firm in which a member of the Board of Directors is a partner.
F-16
120
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company incurred rental expense of $635,000, $592,000 and $600,000 in
each of the years ended June 30, 1995, 1996 and 1997, respectively, related to
leases of fire and ambulance facilities with a director of the Company and with
employees that were previously owners of businesses acquired by the Company.
At June 30, 1996 and 1997, the Company had notes payable to employees that
were previously owners of businesses acquired by the Company totaling $4,617,000
and $1,770,000, respectively.
(9) INCOME TAXES
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". Deferred income taxes are provided for
differences between results of operations for financial reporting purposes and
income tax purposes.
The components of the provision for income taxes were as follows:
YEAR ENDED JUNE 30,
--------------------------
1995 1996 1997
------ ------ ------
(IN THOUSANDS)
Current
Federal...................................... $3,188 $4,219 $2,761
State........................................ 1,115 796 618
------ ------ ------
4,303 5,015 3,379
Deferred....................................... 985 3,029 5,985
------ ------ ------
$5,288 $8,044 $9,364
====== ====== ======
Deferred tax assets and liabilities are recorded based on differences
between the financial statement and tax bases of amounts of assets and
liabilities and the tax rates in effect when those differences are expected to
reverse.
The components of net deferred taxes were as follows:
JUNE 30,
--------------------
1996 1997
-------- --------
(IN THOUSANDS)
Deferred tax liabilities
Amortization and accelerated depreciation............ $ (9,340) $ (9,379)
Allowance for doubtful accounts...................... (2,274) (5,663)
Cash to accrual adjustment........................... (895) (944)
-------- --------
(12,509) (15,986)
-------- --------
Deferred tax assets
Writedown of investment in real estate............... 608 --
Installment gain from sale of real estate and
property and equipment............................ 196 158
Compensation related deferrals....................... 794 499
Self insurance reserve............................... 351 471
Restructuring charge................................. -- 1,912
-------- --------
1,949 3,040
-------- --------
Net deferred tax liability............................. (10,560) (12,946)
Less current portion................................... 1,500 2,174
-------- --------
Net long-term deferred tax liability................... $ (9,060) $(10,772)
======== ========
F-17
121
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
For the years ended June 30, 1996 and 1997 income tax benefits of $982,000
and $4,867,000, respectively, were allocated to additional paid-in capital for
tax benefits associated with the exercise and vesting of nonqualified stock
options and stock grants.
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before income taxes. The sources
and tax effects of the differences were as follows:
YEAR ENDED JUNE 30,
--------------------------
1995 1996 1997
------ ------ ------
(IN THOUSANDS)
Federal income tax provision at statutory rate... $4,508 $6,845 $7,729
State taxes, net of federal benefit.............. 606 491 967
Amortization of nondeductible goodwill........... 331 646 663
Utilization of tax credits....................... (116) -- --
Other, net....................................... (41) 62 5
------ ------ ------
Provision for income taxes....................... $5,288 $8,044 $9,364
====== ====== ======
Cash payments for income taxes were approximately $3,381,000, $2,848,000
and $8,197,000 during the years ended June 30, 1995, 1996 and 1997,
respectively.
(10) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for the years ended June 30, 1996 and
1997 is as follows:
1996
--------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
Revenue............................. $55,763 $60,893 $64,984 $68,677
Operating income.................... 4,814 5,339 6,775 7,736
Net income.......................... 2,102 2,396 2,989 4,025
Earnings per share.................. $ .23 $ .25 $ .31 $ .35
1997
--------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
Revenue............................. $73,994 $77,530 $84,921 $83,360
Operating income.................... 6,592 7,474 9,500 4,238
Net income.......................... 3,299 3,771 4,675 975
Earnings per share.................. $ .28 $ .31 $ .38 $ .08
F-18
122
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(11) SUBSEQUENT EVENT -- ISSUANCE OF NOTES PAYABLE (UNAUDITED)
On March 16, 1998, the Company issued $150.0 million of 7 7/8% Senior Notes
due 2008 (the Notes) effected under Rule 144A under the Securities Act of 1933
as amended (Securities Act). A portion of the net proceeds of the offering, sold
through private placement transactions, was used to repay certain indebtedness.
Interest under the Notes is payable semi-annually commencing September 15, 1998,
and the Notes are not callable until March 2003 subject to the terms of the Note
Agreement. The Company incurred expenses related to the offering of
approximately $4.9 million and will amortize such costs over the life of the
Notes. The Company has agreed to file under the Securities Act a registration
statement relating to an exchange offer for the Notes. If this registration is
not declared effective prior to the 90th day after the issue date of March 16,
1998 or certain other conditions are not met, the interest rate can increase up
to a maximum of 9 3/8% per annum of the principal amount of such Notes. In
connection with the issuance of the Notes, the Company modified its revolving
credit facility whereby the total commitment has been increased to $200.0
million. The Notes are general unsecured obligations of the Company and are
unconditionally guaranteed on a joint and several basis by substantially all of
the Company's domestic wholly-owned current and future subsidiaries. The Notes
contain certain covenants which, among other things, limit the Company's ability
to incur any indebtedness, sell assets, or enter into certain mergers or
consolidations.
F-19
123
RURAL/METRO CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1997
(IN THOUSANDS)
JUNE 30, 1997 DECEMBER 31, 1997
------------- -----------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash...................................................... $ 3,398 $ 2,261
Accounts receivable, net.................................. 106,978 149,926
Inventories............................................... 8,645 9,757
Prepaid expenses and other................................ 7,162 9,651
-------- --------
Total current assets.............................. 126,183 171,595
PROPERTY AND EQUIPMENT, net................................. 70,645 82,634
INTANGIBLE ASSETS, net...................................... 160,282 187,051
OTHER ASSETS................................................ 6,956 10,542
-------- --------
$364,066 $451,822
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.......................................... $ 4,359 $ 7,015
Accrued liabilities....................................... 17,244 31,227
Current portion of long-term debt......................... 9,814 16,435
-------- --------
Total current liabilities......................... 31,417 54,677
LONG-TERM DEBT, net of current portion...................... 144,643 187,334
NON-REFUNDABLE SUBSCRIPTION INCOME.......................... 13,367 13,248
DEFERRED INCOME TAXES....................................... 10,772 12,836
OTHER LIABILITIES........................................... 4,059 2,270
-------- --------
Total liabilities................................. 204,258 270,365
-------- --------
MINORITY INTEREST........................................... -- 8,490
-------- --------
STOCKHOLDERS' EQUITY
Common stock.............................................. 130 139
Additional paid-in capital................................ 121,355 124,038
Retained earnings......................................... 40,334 50,487
Deferred compensation..................................... (772) (458)
Treasury stock............................................ (1,239) (1,239)
-------- --------
Total stockholders' equity........................ 159,808 172,967
-------- --------
$364,066 $451,822
======== ========
The accompanying notes are an integral part of these consolidated balance
sheets.
F-20
124
RURAL/METRO CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------ --------------------
1996 1997 1996 1997
------- ------- -------- --------
REVENUE
Ambulance services.............................. $62,465 $89,769 $121,493 $167,367
Fire protection services........................ 10,349 11,351 20,654 22,563
Other........................................... 4,716 10,222 9,377 19,185
------- ------- -------- --------
Total revenue........................... 77,530 111,342 151,524 209,115
------- ------- -------- --------
OPERATING EXPENSES
Payroll and employee benefits................... 41,867 58,269 82,501 110,504
Provision for doubtful accounts................. 10,404 15,612 20,159 28,826
Depreciation.................................... 2,918 4,712 5,651 8,813
Amortization of intangibles..................... 1,110 1,681 2,200 3,145
Other operating expenses........................ 13,757 18,869 26,947 35,282
------- ------- -------- --------
Total expenses.......................... 70,056 99,143 137,458 186,570
------- ------- -------- --------
OPERATING INCOME.................................. 7,474 12,199 14,066 22,545
Interest Expense, net............................. 1,072 2,958 2,082 5,409
Other............................................. -- 130 -- 130
------- ------- -------- --------
INCOME BEFORE INCOME TAXES........................ 6,402 9,111 11,984 17,006
PROVISION FOR INCOME TAXES........................ 2,631 3,687 4,914 6,924
------- ------- -------- --------
NET INCOME........................................ $ 3,771 $ 5,424 $ 7,070 $ 10,082
======= ======= ======== ========
BASIC EARNINGS PER SHARE.......................... $ 0.33 $ 0.40 $ 0.63 $ 0.76
======= ======= ======== ========
DILUTED EARNINGS PER SHARE........................ $ 0.31 $ 0.38 $ 0.59 $ 0.73
======= ======= ======== ========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING -- BASIC............................ 11,296 13,482 11,213 13,196
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING -- DILUTED.......................... 12,175 14,200 12,082 13,805
The accompanying notes are an integral part of these consolidated financial
statements.
F-21
125
RURAL/METRO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996 AND 1997
(UNAUDITED)
(IN THOUSANDS)
SIX MONTHS ENDED
DECEMBER 31,
----------------------
1996 1997
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................ $ 7,070 $ 10,082
Adjustments to reconcile net income to cash used in
operations --
Depreciation and amortization.......................... 7,851 11,958
Amortization of deferred compensation.................. 327 314
Amortization of gain on sale of real estate............ (52) (52)
Provision for doubtful accounts........................ 20,159 28,826
Undistributed earnings of minority shareholder............ -- 130
Change in assets and liabilities, net of effect of
businesses acquired --
Increase in accounts receivable........................ (34,355) (64,263)
Increase in inventories................................ (746) (997)
Increase in prepaid expenses and other................. (310) (2,213)
Increase (decrease) in accounts payable................ (838) 905
Increase (decrease) in accrued liabilities and other... (3,605) 8,905
(Decrease) increase in nonrefundable subscription
income................................................ 149 (129)
Increase in deferred income taxes...................... 870 516
-------- --------
Net cash used in operating activities............. (3,480) (6,018)
-------- --------
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings on revolving credit facilities, net............ 19,600 45,300
Repayment of debt and capital lease obligations........... (6,488) (14,416)
Issuance of common stock.................................. 6,371 2,317
-------- --------
Net cash provided by financing activities......... 19,483 33,201
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES
Cash paid for businesses acquired......................... (9,284) (9,824)
Capital expenditures...................................... (7,725) (14,909)
(Increase) decrease in other assets....................... 21 (3,587)
-------- --------
Net cash used in investing activities............. (16,988) (28,320)
-------- --------
DECREASE IN CASH............................................ (985) (1,137)
CASH, beginning of period................................... 1,388 3,398
-------- --------
CASH, end of period......................................... $ 403 $ 2,261
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-22
126
RURAL/METRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q. Accordingly, they do
not include all information and footnotes required by generally accepted
accounting principles for complete financial statements.
(1) Interim Results
In the opinion of management, the consolidated financial statements for the
three and six month periods ended December 31, 1996 and 1997 include all
adjustments, consisting only of normal recurring adjustments necessary for a
fair statement of the consolidated financial position and results of
operations for that period.
The results of operations for the three and six month periods ended December
31, 1996 and 1997 are not necessarily indicative of the results of
operations for a full fiscal year.
(2) Acquisitions
During the six months ended December 31, 1997, the Company purchased the
stock of ambulance service providers operating in Arizona and Georgia and
the assets of ambulance service providers operating in Alabama, Maryland,
New Jersey and South Carolina.
The acquisitions were accounted for as purchases in accordance with
Accounting Principles Board Opinion No. 16 (APB 16) and, accordingly, the
purchased assets and assumed liabilities were recorded at their estimated
fair values at each respective acquisition date.
The aggregate purchase price consisted of the following:
(IN THOUSANDS)
--------------
Cash........................................................ $ 9,824
Rural/Metro common stock.................................... 325
Notes payable to sellers.................................... 6,470
Assumption of liabilities................................... 13,889
-------
$30,508
=======
During the six months ended December 31, 1997, subsidiaries of the Company
merged with and into ambulance service providers operating in Mississippi,
New Jersey, New York and Tennessee. The Company issued an aggregate of
641,009 shares of its common stock in exchange for all of the issued and
outstanding stock of the acquired companies. The transactions were
accounted for as poolings-of-interest in accordance with APB 16. The
acquisitions were not considered significant; accordingly, prior year
financial statements have not been restated.
The unaudited pro forma combined condensed statements of income for the
fiscal year ended June 30, 1997 and the six months ended December 31, 1997
give effect to the acquisitions as if each had been consummated as of the
beginning of each respective period.
The pro forma combined condensed financial statements do not purport to
represent what the Company's actual results of operations or financial
position would have been had such transactions in fact occurred on such
dates. The pro forma combined condensed statements of income also do not
purport to project the results of operations of the Company for the current
year or for any future period.
F-23
127
RURAL/METRO CORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
FOR THE YEAR ENDED JUNE 30, 1997
AND FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED SIX MONTHS ENDED
JUNE 30, 1997 DECEMBER 31, 1997
---------------------- ----------------------
PROFORMA PROFORMA
HISTORICAL COMBINED HISTORICAL COMBINED
---------- -------- ---------- --------
Revenue................................. $319,805 $427,067 $209,115 $223,958
Net income.............................. $ 12,720 $ 17,270 $ 10,082 $ 10,765
Earnings per share -- basic............. $ 1.10 $ 1.30 $ 0.76 $ 0.80
Earnings per share -- diluted........... $ 1.04 $ 1.23 $ 0.73 $ 0.76
Pro forma adjustments include adjustments to: (i) reflect amortization of
the cost in excess of the fair value of net assets acquired; (ii) adjust
payroll and related expenses for the effect of certain former owners of the
acquired businesses not being employed by the Company and to reflect the
difference between the actual compensation paid to officers of the
businesses acquired and the lower level of aggregate compensation such
individuals would have received under the terms of employment agreements
executed between the Company and such individuals; (iii) adjust other
operating expenses to reflect the reduction of expenses related to certain
real estate and buildings not acquired and sellers' costs incurred in
connection with the sale of their respective businesses; (iv) adjust
interest expense to reflect interest expense related to debt issued in
connection with the acquisitions; and (v) adjust income taxes to reflect
the tax effect of the adjustments and the tax effect of treating all of the
acquisitions as if they had C corporation status.
The pro-forma combined condensed statements of income do not include the
effects of the pending acquisition of Emergencias Cardio Coronarias (ECCO),
as more fully described in "Liquidity and Capital Resources" included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
F-24
128
======================================================
ALL TENDERED OUTSTANDING NOTES, EXECUTED LETTERS OF TRANSMITTAL AND OTHER
RELATED DOCUMENTS SHOULD BE DIRECTED TO THE EXCHANGE AGENT. QUESTIONS AND
REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS,
THE LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED TO THE
EXCHANGE AGENT AS FOLLOWS:
THE FIRST NATIONAL BANK OF CHICAGO
ONE NORTH STATE STREET
NINTH FLOOR, SUITE 0126
CHICAGO, ILLINOIS 60670-0126
ATTENTION: CORPORATE TRUST ADMINISTRATION
By Facsimile: (312) 407-1708
Confirm by Telephone: (312) 732-4000
(Originals of all documents submitted by facsimile should be sent promptly by
hand, overnight delivery, or registered or certified mail.)
Until 25 days after the Expiration Date, all dealers effecting transactions
in the Exchange Notes, whether or not participating in this distribution, may be
required to deliver a prospectus. This is in addition to the obligation of
dealers to deliver a prospectus when acting as underwriter and with respect to
their unsold allotments or subscriptions.
No person has been authorized to give any information or to make any
representation other than those contained or incorporated by reference in this
Prospectus and the accompanying Letter of Transmittal, and, if given or made,
such information or representations must not be relied upon as having been
authorized. Neither the Prospectus nor the accompanying Letter of Transmittal
nor both together constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities to which the Prospectus relates or
an offer to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus or the Letter of Transmittal or both together nor
any exchange made hereunder shall, under any circumstances, create any
implication that the information contained or incorporated by reference herein
is correct as of any time subsequent to the date herein or that there has been
no change in the affairs of the Company since such date.
======================================================
======================================================
$150,000,000
[RURAL/METRO CORPORATION LOGO]
RURAL/METRO CORPORATION
7 7/8% SENIOR NOTES
DUE 2008
------------
PROSPECTUS
------------
TABLE OF CONTENTS
PAGE
----
Available Information................. 1
Incorporation of Certain Documents by
Reference........................... 1
Disclosure Regarding Forward-Looking
Statements.......................... 2
Prospectus Summary.................... 3
Risk Factors.......................... 12
The Exchange Offer.................... 20
Use of Proceeds....................... 26
Capitalization........................
Unaudited Pro Forma Consolidated
Financial Data...................... 27
Selected Consolidated Financial
Data................................ 32
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 34
Business.............................. 42
Management............................ 57
Description of the New Credit
Facility............................ 59
Description of the Exchange Notes..... 60
Certain Federal Income Tax
Consequences........................ 91
Plan of Distribution.................. 95
Legal Matters......................... 96
Experts............................... 96
Index to Consolidated Financial
Statements.......................... F-1
DATED , 1998
======================================================
129
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's amended and restated Bylaws require the Company to indemnify
its directors, officers, employees and agents to the fullest extent permitted by
the Delaware General Corporation Law, including those circumstances in which
indemnification would otherwise be discretionary, except that the Company will
not be obligated to indemnify any such person (i) with respect to proceedings,
claims or actions initiated or brought voluntarily by any such person and not by
way of defense; (ii) for any amounts paid in settlement of an action indemnified
against by the Company without the proper written consent of the Company; or
(iii) in connection with any event in which the person did not act in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company. In addition, the Company has entered or will enter
into Indemnity Agreements with each of its directors and officers providing for
indemnification of and advancement of expenses to the directors and officers to
the fullest extent permitted by law except (a) if and to the extent that payment
is made to the indemnitee under an insurance policy or otherwise; (b) if and to
the extent that a claim is decided adversely based on or attributable to the
indemnitee gaining any personal profit or advantage to which the indemnitee was
not legally entitled; (c) if and to the extent that the indemnifiable event
constituted or arose out of the indemnitee's willful misconduct or gross
negligence; or (d) if and to the extent that the proceeding is initiated by the
indemnitee against the Company of any of its officers or directors, unless the
Company has consented to or joined in the initiation of the proceeding. The
Delaware General Corporation Law contains an extensive indemnification provision
that permits a corporation to indemnify any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
The Company's Second Restated Certificate eliminates the personal liability
of the directors of the Company to the Company or its stockholders for monetary
damages for breach of their duty of care except to the extent that such
exemption from liability or limitation thereof is not permitted under the
Delaware General Corporation Law. The Delaware General Corporation Law prohibits
a corporation from eliminating or limiting the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) for liability under
Section 174 of the Delaware General Corporation Law (relating to certain
unlawful dividends, stock purchases or stock redemptions); or (iv) for any
transaction from which the director derived any improper personal benefit.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
2 Plan and Agreement of Merger and Reorganization, dated as of
April 26, 1993(1)
4.1 Specimen Certificate representing shares of Common Stock,
par value $.01 per share(1)
4.2 Indenture dated as of March 16, 1998, by and among the
Company, the Guarantors signatories thereto and The First
National Bank of Chicago, as Trustee.
4.3 Form of Global Note (included in Exhibit 4.2)
II-1
130
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
4.4 Registration Rights Agreement dated March 11, 1998 by and
among Bear Stearns & Co. Inc., Salomon Brothers Inc, SBC
Warburg Dillon Read Inc., First Union Capital Markets, the
Company, and certain subsidiaries of the Company, as
Guarantors
*4.5 Amended and Restated Credit Agreement dated as of March 16,
1998, by and among the Company as borrower, certain of its
subsidiaries as Guarantors, the lenders referred to therein,
and First Union National Bank, as agent and as lender, and
related Form of Amended and Restated Revolving Credit Note,
Form of Subsidiary Guarantee Agreement, and Form of
Intercompany Subordination Agreement
*5 Opinion of O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, P.A.
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of O'Connor, Cavanagh, Anderson, Killingsworth &
Beshears, P.A. (to be included in its Opinion filed as
Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney of Directors and Executive Officers
(included on the Signature Page of this Registration
Statement)
24.2 Power of Attorney of Warren S. Rustand
25 Statement of Eligibility of Trustee on Form T-1 of The First
National Bank of Chicago
99 Form of Letter of Transmittal and Notice of Guaranteed
Delivery
- ---------------
* To be filed by amendment.
(1) Incorporated by reference to the Registration Statement on Form S-1 of the
Registrant (Registration No. 33-63448) filed May 27, 1993 and declared
effective July 15, 1993.
(b) Financial Statement Schedules
Schedule II Valuation and Qualifying Accounts incorporated by reference to
the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1997.
All other schedules have been omitted on the basis of immateriality or
because such schedules are not otherwise applicable.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(b) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
131
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant, in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction that was not
the subject of and included in the registration statement when it became
effective.
II-3
132
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, State of
Arizona, on the 30th day of April, 1998.
RURAL/METRO CORPORATION
By: /s/ WARREN S. RUSTAND
------------------------------------
Warren S. Rustand, Chief Executive
Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Warren S. Rustand
and Mark E. Liebner, and each of them, as his true and lawful attorney-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying, and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ WARREN S. RUSTAND Chairman of the Board of Directors, April 30, 1998
---------------------------------------------- Chief Executive Officer and
Warren S. Rustand President (Principal Executive
Officer)
By: /s/ ROBERT T. EDWARDS Executive Vice President and April 30, 1998
---------------------------------------------- Director
Robert T. Edwards
By: /s/ MARK E. LIEBNER Senior Vice President, Chief April 30, 1998
---------------------------------------------- Financial Officer and Treasurer
Mark E. Liebner (Principal Financial Officer)
By: /s/ ROBERT E. RAMSEY Senior Vice President and Director April 30, 1998
----------------------------------------------
Robert E. Ramsey
By: /s/ DEAN P. HOFFMAN Vice President, Financial Services April 30, 1998
---------------------------------------------- (Principal Accounting Officer)
Dean P. Hoffman
By: /s/ JAMES H. BOLIN Director April 30, 1998
----------------------------------------------
James H. Bolin
By: Director
----------------------------------------------
Cor J. Clement
By: /s/ MARY ANNE CARPENTER Director April 30, 1998
----------------------------------------------
Mary Anne Carpenter
II-4
133
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ LOUIS G. JEKEL Director April 30, 1998
----------------------------------------------
Louis G. Jekel
By: Director
----------------------------------------------
William C. Turner
By: Director
----------------------------------------------
Henry G. Walker
By: /s/ LOUIS A. WITZEMAN Director April 30, 1998
----------------------------------------------
Louis A. Witzeman
II-5
134
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
AID AMBULANCE AT VIGO COUNTY, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND* /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-6
135
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
AMBULANCE TRANSPORT SYSTEMS, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-7
136
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
AMERICAN LIMOUSINE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND* /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-8
137
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
ARROW AMBULANCE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND* /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-9
138
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
BEACON TRANSPORTATION, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND* /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-10
139
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
CITY WIDE AMBULANCE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-11
140
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
CORNING AMBULANCE SERVICE INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-12
141
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
DONLOCK, LTD.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-13
142
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
E.M.S. VENTURES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-14
143
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
EMS VENTURES OF SOUTH CAROLINA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-15
144
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
EASTERN AMBULANCE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-16
145
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
EASTERN PARAMEDICS, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-17
146
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
GOLD CROSS AMBULANCE SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-18
147
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
GOLD CROSS AMBULANCE SERVICE OF PA.,
INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-19
148
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
KEEFE & KEEFE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-20
149
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
KEEFE & KEEFE AMBULETTE LTD.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-21
150
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
LASALLE AMBULANCE INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-22
151
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MEDI-CAB OF GEORGIA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner, or ,
as such signatory's true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-23
152
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MEDICAL EMERGENCY DEVICES AND
SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-24
153
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MEDICAL TRANSPORTATION SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-25
154
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MEDSTAR EMERGENCY MEDICAL SERVICES,
INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-26
155
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MERCURY AMBULANCE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-27
156
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
METRO CARE CORP.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-28
157
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MO-RO-KO, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-29
158
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MULTI CAB INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-30
159
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MULTI-CARE INTERNATIONAL, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-31
160
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MULTI-CARE MEDICAL CAR SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-32
161
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MULTI-HEALTH CORP.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-33
162
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
MYERS AMBULANCE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-34
163
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
NATIONAL AMBULANCE & OXYGEN SERVICE,
INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-35
164
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
NORTH MISS. AMBULANCE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- -------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting
(Principal Executive Officer) Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-36
165
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
PHYSICIANS AMBULANCE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-37
166
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
PROFESSIONAL MEDICAL SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-38
167
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RISC AMERICA ALABAMA FIRE SAFETY
SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-39
168
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
R/M MANAGEMENT CO., INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-40
169
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
R/M OF MISSISSIPPI, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-41
170
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
R/M OF TENNESSEE G.P., INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-42
171
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
R/M OF TENNESSEE L.P., INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND* /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-43
172
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
R/M OF TEXAS G.P., INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-44
173
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
R/M PARTNERS, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-45
174
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RMC CORPORATE CENTER, L.L.C.
By: Rural/Metro Corporation, an
Arizona corporation
Its Member
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer) Rural/Metro Corporation, an Arizona
Rural/Metro Corporation, an Arizona corporation
corporation Member
Member
*By: /s/ MARK E. LIEBNER /s/ LOUIS G. JEKEL
- --------------------------------------------- ---------------------------------------------
Mark E. Liebner Louis G. Jekel
As Attorney-in-Fact, pursuant to Director
a Power of Attorney filed herewith. Rural/Metro Corporation, an Arizona
corporation
Member
II-46
175
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO ARGENTINA, L.L.C.
By: Rural/Metro International, Inc.
Its Member
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer) Rural/Metro International, Inc.
Rural/Metro International, Inc. Member
Member
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-47
176
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO BRASIL, L.L.C.
By: Rural/Metro International, Inc.
Its Member
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner, as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
their or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer) Rural/Metro International, Inc.
Rural/Metro International, Inc. Member
Member
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-48
177
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO CANADIAN HOLDINGS, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner, as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-49
178
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO COMMUNICATIONS SERVICES,
INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner, as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-50
179
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO CORPORATION, AN ARIZONA
CORPORATION
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER /s/ LOUIS G. JEKEL
- --------------------------------------------- ---------------------------------------------
Mark E. Liebner Louis G. Jekel
As Attorney-in-Fact, pursuant to Director
a Power of Attorney filed herewith.
II-51
180
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO CORPORATION OF FLORIDA
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner, as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-52
181
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO CORPORATION OF TENNESSEE
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-53
182
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO FIRE DEPT., INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-54
183
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO INTERNATIONAL, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-55
184
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO MID-ATLANTIC, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-56
185
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF ALABAMA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-57
186
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF ARGENTINA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-58
187
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF ARKANSAS, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-59
188
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF ARLINGTON, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-60
189
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF BRASIL, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-61
190
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF CALIFORNIA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-62
191
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF CENTRAL ALABAMA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-63
192
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF CENTRAL OHIO, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-64
193
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF GEORGIA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-65
194
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF INDIANA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-66
195
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF INDIANA, L.P.
By: The Aid Ambulance Company, Inc.
Its General Partner
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
The Aid Ambulance Company, Inc. The Aid Ambulance Company, Inc.
General Partner General Partner
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-67
196
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF INDIANA II, L.P.
By: The Aid Ambulance Company, Inc.,
Its General Partner
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
The Aid Ambulance Company, Inc. The Aid Ambulance Company, Inc.
General Partner General Partner
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-68
197
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF KENTUCKY, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-69
198
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF MISSISSIPPI, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND* /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-70
199
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF NEBRASKA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-71
200
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF NEW YORK, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-72
201
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF NORTH FLORIDA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-73
202
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF OHIO, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-74
203
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF OREGON, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-75
204
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF ROCHESTER, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-76
205
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF SAN DIEGO, INC.
By: /s/ WILLIAM R. CROWELL
------------------------------------
William R. Crowell
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Director
Director
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER /s/ WILLIAM R. CROWELL
- --------------------------------------------- ---------------------------------------------
Mark E. Liebner William R. Crowell
As Attorney-in-Fact, pursuant to Chief Financial Officer
a Power of Attorney filed herewith. (Principal Financial and
Accounting Officer)
II-77
206
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF SOUTH CAROLINA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-78
207
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF SOUTH DAKOTA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-79
208
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF TENNESSEE, L.P.
By: Rural/Metro of Tennessee, G.P.,
Inc.
Its General Partner
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
Rural/Metro of Tennessee, G.P., Inc. Rural/Metro of Tennessee, G.P., Inc.
General Partner General Partner
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-80
209
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF TEXAS, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-81
210
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO OF TEXAS, L.P.
By: R/M of Texas G.P., Inc.
Its General Partner
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer) R/M of Tennessee, G.P., Inc.
R/M of Tennessee, G.P., Inc. General Partner
General Partner
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-82
211
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO PROTECTION SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-83
212
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
RURAL/METRO TEXAS HOLDINGS, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-84
213
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
SW GENERAL, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-85
214
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
SIOUX FALLS AMBULANCE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-86
215
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
SOUTH GEORGIA EMERGENCY MEDICAL
SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-87
216
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
SOUTHWEST AMBULANCE OF CASA GRANDE,
INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-88
217
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
SOUTHWEST AMBULANCE OF SOUTHEASTERN
ARIZONA, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-89
218
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
SOUTHWEST AMBULANCE OF TUCSON, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-90
219
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
SOUTHWEST GENERAL SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-91
220
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
THE AID AMBULANCE COMPANY, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-92
221
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
THE AID COMPANY, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-93
222
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
THE WESTERN NEW YORK EMERGENCY MEDICAL
SERVICES TRAINING INSTITUTE INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-94
223
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
TOWNS AMBULANCE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director (Principal
Director (Principal Executive Officer) Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-95
224
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
UNITED MEDICAL SERVICES, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-96
225
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
VALLEY FIRE SERVICE, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and Vice President and Director
Director
(Principal Executive Officer) (Principal Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-97
226
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, on this 30th
day of April, 1998.
W & W LEASING COMPANY, INC.
By: /s/ MARK E. LIEBNER
------------------------------------
Mark E. Liebner
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark E. Liebner as such
signatory's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such signatory and in such signatory's
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully as
to all intents and purposes as such signatory might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on April 30, 1998 by the following
persons in the capacities indicated.
By: /s/ WARREN S. RUSTAND * /s/ MARK E. LIEBNER
- --------------------------------------------- ---------------------------------------------
Warren S. Rustand Mark E. Liebner
President, Chief Executive Officer, and
Director
(Principal Executive Officer) Vice President and Director (Principal
Financial and Accounting Officer)
*By: /s/ MARK E. LIEBNER
- ---------------------------------------------
Mark E. Liebner
As Attorney-in-Fact, pursuant to
a Power of Attorney filed herewith.
II-98